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ATTACHMENTB
DRAFT
UNIVERSITY OF OREGON (the “University)
ARCHITECT’S CONTRACT
FOR ARCHITECTURAL SERVICES
CLASSROOM AND FACULTY OFFICE BUILDING
(official building name TBD)
CONTRACT NO. VVVVVV-CT-YY-NNN
This ARCHITECT’S CONTRACT (the “Contract” is made between
the Architect: Vendor Name
Address
Address
Telephone
Email
and the Owner: The University of Oregon
c/o Design & Construction
1295 Franklin Blvd / 1276 University of Oregon
Eugene, OR 97403-1276
(541) 346-2282
capcon@uoregon.edu
(Architect and Owner are referred to collectively as the “Parties” and each as a “Party”.)
WHEREAS, the Owner desires to have the assistance of Architect to provide all professional Services for
the Project; and
WHEREAS, the Architect, with the aid of certain consultants (the “Consultants”), is willing and able to
perform such professional Services in connection with the Project;
NOW, THEREFORE, Owner and Architect, for the considerations hereinafter named, agree as follows:
1. RELATIONSHIP BETWEEN THE PARTIES.
A. Scope of Project. The Parties understand and agree that, for purposes of this Contract, the scope
of the Project includes the following:
Architect will work collaboratively with the Project user groups, Construction Manager/General
Contractor (the “CM/GC”) and Owner, utilizing the Programming and Conceptual Design (which
includes site selection) information to [–Description–]
B. Scope of Services. The Parties understand and agree that, for purposes of this Contract, the scope
of Services to be performed under this Agreement includes the following: Schematic Design, Design
Development, Construction Documents, Bidding, Construction Administration, and Post-construction
Services as more particularly described in Section 7 below.
C. Critical Date Schedule. The Parties agree that this Contract shall be performed according to the
following critical date schedule:
(1) [Schematic Design Phase completion:….]
(2) [Design Development Phase completion:…]
(3) [Construction Documents Phase completion:…]
(4) [etc….]
D. Effective Date. This Contract is effective on the date it has been signed by every Party hereto and
all necessary University of Oregon (“Owner”) approvals have been obtained (the “Effective Date”). No
services shall be performed or payment made prior to the Effective Date.
E. Defined Terms. In addition to any terms defined elsewhere in the body of this Contract, certain
terms that are capitalized and/or set forth in bold letters throughout the Contract are defined as follows:
“Additional Services” means additional Services performed by the Architect that are beyond the
scope of the Basic Services described in Section 7, “Architect’s Services,” based on hourly rates
for Architect personnel or Consultants, plus Reimbursable Expenses, in accordance with an agreed-
upon schedule of charges, and performed by the Architect after the Owner has given prior written
authorization to proceed with performance of the Services and the Parties have executed an
amendment or supplement to this Contract, as more particularly described in Section 8,
“Additional Services”, of this Contract.
“Basic Services” are those Services generally described in Section 7, “Architect’s Services,” of
this Contract, as well as such additional Basic Services as may be established by amendment.
“Bidding Phase” means the Services described in Section 7(D) below together with such
additional Services as directed by the Owner.
“Construction Administration Phase” means the Services described in Section 7(E) below
together with such Additional Services as directed by the Owner.
“Construction Contract” is defined as the contract entered into between the Owner and the
CM/GC to provide all Work necessary to construct the Project, including the original base contract
for construction of the Project, the University of Oregon General Conditions For CM/GC
Contracts, any supplemental general conditions to the Construction Contract, any amendments to
the Construction Contract, the CM/GC’s performance bond and payment bond, the plans,
specifications, approved shop drawings, all approved change orders, any solicitation documents,
and the accepted offer by a successful proposer in connection to any such solicitation documents.
“Construction Documents Phase” means the Services described in Section 7(C) below together
with such Additional Services as directed by the Owner.
“Construction Manager/General Contractor” or “CM/GC” means the firm that will perform
both construction management and construction services for the Project. The terms CM/GC and
contractor shall be used interchangeable herein.
“Contract Documents” include the Construction Contract, any general conditions and
supplementary general conditions to the Construction Contract, any amendments to the
Construction Contract, the CM/GC’s performance bond, the plans, specifications, approved shop
drawings, all approved change orders, any solicitation documents, and the accepted offer by a
successful proposer in connection to any such solicitation documents.
“Contractor” or “CM/GC” is defined as the general contractor that is awarded the contract to
construct the Project.
“Design Development Phase” means the Services described in Section 7(B) below together with
such Additional Services as directed by the Owner.
“Direct Construction Cost” means the cost to Owner of all divisions of construction, including
portable equipment only if designed or specified by Architect for inclusion in the construction
specifications. The Direct Construction Cost will not exceed the Guaranteed Maximum Price (the
“GMP”) established for the Project.
“Post-construction Phase” means the Services described in Section 7(F) below together with
such Additional Services as directed by the Owner.
“Schematic Design Phase” means the Services described in Section 7(A) below together with
such Additional Services as directed by the Owner.
“Reimbursable Expenses” are those expenses described in Section 3B of this Contract.
“Services” are all those services to be performed by Architect under the terms of this Contract.
“Work” is defined as the furnishing of all materials, labor, equipment, transportation, services,
and incidentals for the construction of the Project by the Contractor or Construction
Manager/General Contractor that is eventually awarded the Construction Contract for the Project.
F. Directives of Performance of the Services.
(1) Architect agrees to provide, with the assistance of the Consultants, the professional Services
more particularly described in Section 7, “Architect’s Services,” below for this Project.
(2) The Architect shall provide a schedule for the performance of the Services upon execution of
this Contract. The Architect agrees that time is of the essence in the performance of
this Contract.
(3) The estimated Direct Construction Cost of the Project is $ to $ . [OR]
The construction budget for the Project is currently estimated at $ .
(4) Architect agrees to fully cooperate with Owner to meet all Project budgets. Owner understand
that Architect, in providing opinions of probable construction cost and working collaboratively
with the Owner’s independent cost estimator and the CM/GC to establish the GMP, has no control
over the cost or availability of labor, equipment, or materials, or over market conditions or the
Owner’s independent cost estimator and the CM/GC’s method of pricing, and that Architect’s
opinions of probable construction costs and the GMP are made on the basis of Architect’s
professional judgment and experience. Architect makes no warranty, express or implied, that the
bids or the negotiated cost of the Work will not vary from Architect’s opinion of the probable
construction cost. In the event the Architect’s opinion of probable construction cost and the
estimated GMP exceeds the budget for the Project listed in subsection 3 above by any amount
during the design or construction phases, or in the event the bids or negotiated GMP for the work
exceed the budget for the Project listed earlier in this Section by more than 10 percent, Architect,
upon notice from Owner and prior to the award of the Construction Contract, agrees to modify, at
Architect’s sole expense, Architect’s Schematic Design documents, Design Development
documents or Construction Documents (or with owners approval those portions of those documents
where opinions of probable construction costs or negotiated GMP exceeded the budget or stipulated
percentage). This redesign effort shall constitute Architect’s sole responsibility in collaboration
with the Owner’s independent cost estimator and the CM/GC with respect to its opinions of
probable construction cost and the GMP, and Architect agrees to cooperate with Owner in revising
the Project scope and quality in order to reduce the opinion of probable construction cost, or the
bids or negotiated GMP, so that they do not exceed the Project budget.
(5) As part of the design services authorized under this Contract, the Architect shall provide design
services coordinated with and supporting an analysis of the building energy use through efficient
implementation strategies for cost effective energy conservation measures (the “ECMS”) at
the Project, and all other design services related to energy-efficient design, as more particularly
described in Section 7 of this Contract.
(6) Architect shall provide all Services for the Project in accordance with the terms and conditions
of this Contract. Architect’s performance of Services shall be as a professional Architect to Owner
to perform the Services necessary for the Project, and to provide the technical documents and
supervision required to achieve Owner’s Project objectives.
(7) In administering this Contract, the Owner may employ the services of an independent project
manager and other consultants as needed to fulfill the Owner’s objectives.
(8) Architect agrees to utilize the Architect’s and Consultants’ key personnel identified on the
attached Exhibit 1 in the performance of the Services for the Project. In addition to the full names,
titles/positions and a summary of the duties and Services to be performed by the Architect’s and
Consultants’ key personnel that are included in the attached Exhibit 1, the Architect agrees to
promptly provide such additional information on the professional background of each of the
assigned personnel and Consultants as may be requested by the Owner. The Architect
acknowledges that the Owner’s award of this Contract to the Architect was made on the basis of
the unique background and abilities of the Architect’s and Consultant’s key personnel originally
identified in the Architect’s RFP proposal or cost proposal. Therefore, the Architect specifically
understands and agrees that any attempted substitution or replacement of a Architect’s and
Consultant’s key person by the Architect, without the written consent of the Owner, shall constitute
a material breach of this Contract. In the event that key personnel or Consultants become
unavailable to the Architect at any time, Architect shall replace the key personnel and Consultants
with personnel or Consultants having substantially equivalent or better qualifications than the key
personnel or Consultants being replaced, as confirmed and approved by Owner. Likewise, the
Architect shall remove any individual or Consultant from the Project if so directed by Owner in
writing following discussion with the Architect, provided that Architect shall have a reasonable
time period within which to find a suitable replacement. The Architect represents and warrants
that the Architect’s and Consultant’s key personnel identified on the attached Exhibit 1 are
fully licensed to perform the particular Services assigned to them on the Project.
(9) Architect shall make no news release, press release or statement to a member of the news media
regarding this Project without prior written authorization from Owner.
G. Suspension of Contract by Owner. The Parties understand and agree that the Owner may suspend
the Parties’ performance of this Contract in the event any of the following circumstances arise:
(1) Owner fails to receive funding, or appropriations, limitations or other expenditure authority at
levels sufficient to pay for the Architect’s Services;
(2) Federal or state laws, regulations or guidelines are modified or interpreted in such a way that
either the Services performed under this Contract are prohibited or Owner is prohibited from paying
for such Services from the planned funding source;
(3) Architect, or one of Architect’s Consultants currently performing Services, no longer holds any
license or certificate that is required to perform the Services; and
(4) The public interest otherwise requires suspension of performance of the Contract, as reasonably
determined by the Owner.
Any suspension of performance under this provision constitutes a temporary stoppage of performance
of the Contract, and does not constitute a termination of the Contract pursuant to Section 18,
“Termination of Contract; Non-availability of Funds,” of this Contract. In the event that the
condition(s) causing the suspension have been rectified and suspension is no longer required, the Parties
will take all actions necessary to reactivate performance of the Contract. In the event that the Owner
determines that the conditions causing suspension of the Contract are not likely to be rectified in a
reasonable amount of time, the Owner retains the right to terminate this Contract, pursuant to Section
18. In the event of a suspension of performance pursuant to this Section of the Contract, the Architect
agrees to remain contractually obligated to perform the Services under this Contract for the same hourly
rates set forth in Section 3.C., “Compensation/Additional Services,” of this Contract until
___________, 201_. If the Contract is reactivated and the Architect is required to perform Services
beyond this date or such other time period agreed to by the Parties, the Parties may negotiate updated
hourly rates for the Architect and any Consultants and amend this Contract accordingly.
2. ARCHITECT’S STANDARD OF CARE; REPRESENTATIONS AND WARRANTIES.
A. Standard of Care. By execution of this Contract, the Consultant agrees that Consultant and any
other persons or entities for whom Consultant is responsible shall exercise a high degree of care,
diligence, skill and judgment in the rendition of all services, which shall be no less than that exercised
by Consultants of similar reputation performing work for projects of a size, scope and complexity
similar to the work for which the Consultant is retained.
B. Performance Requirements. By execution of this Contract, the Architect specifically agrees to
perform the Services in accordance with the following requirements:
(1) All plans, drawings, specifications, and other documents prepared by the Architect shall
accurately reflect, incorporate and comply with all applicable statutes, rules, regulations,
ordinances and other laws which are applicable to the design and construction of the Project, and
shall be complete and functional for the purposes intended (except as to any deficiencies which are
due to causes beyond the control of Architect);
(2) All plans, drawings, specifications, and other documents prepared by the Architect pursuant to
this Contract shall accurately reflect existing conditions for the scope of the Services to be
performed;
(3) The Project, if constructed in accordance with the intent established by such plans, drawings,
specifications, and other documents, shall be structurally sound and a complete and properly
functioning facility suitable for the purposes for which it is intended;
(4) The Architect shall be responsible for any negligent inconsistencies or omissions in the plans,
drawings, specifications, and other documents. While Architect cannot guarantee that the various
documents required under this Contract are completely free of all minor human errors and
omissions, it shall be the responsibility of Architect throughout the period of performance under
this Contract to use due care and perform with professional competence. Architect will, at no
additional cost to Owner, correct any and all errors and omissions in the plans, drawings,
specifications, and other documents prepared by Architect. Except as provided in Section 8,
“Additional Services,” of this Contract and at no additional cost, Architect further agrees to render
assistance to Owner in resolving other problems relating to the design of, or specified materials
used in, the Project;
(5) The Owner’s review or acceptance of documents, or authorization to continue to the next phase
of design, bidding process participation, or construction administration, shall not be deemed as
approval of the adequacy of the plans, drawings, specifications, or other documents. Any review
or acceptance by the Owner will not relieve the Architect of any responsibility for complying with
the standard of care set forth herein. The Architect is responsible for all Services to be performed
under this Contract, and agrees that it will be liable for all its negligent acts, errors, or omissions,
if any, relative to the Services; and
(6) The representations and warranties set forth in this Section are in addition to, and not in lieu
of, any other representations or warranties provided.
C. Architect’s Representations and Warranties. Architect represents and warrants to Owner that:
(1) Architect has the power and authority to enter into and perform this Contract;
(2) When executed and delivered, this Contract shall be a valid and binding obligation of the
Architect enforceable in accordance with its terms;
(3) Architect shall, at all times during the term of this Contract be duly licensed to perform the
Services, and if there is no licensing requirement for the profession or Services, be duly qualified
and competent;
(4) The Architect is an experienced architecture firm having the skill, legal capacity, and
professional ability necessary to perform all the Services required under this Contract and to design
or administer a project having this scope and complexity;
(5) The Architect has the capabilities and resources necessary to perform the obligations of this
Contract; and
(6) The Architect either is, or in a manner consistent with the standard of care set forth in this
Contract will become, familiar with all current laws, rules, and regulations which are applicable to
the design and construction of the Project.
3. COMPENSATION. The maximum, not-to-exceed, total amount payable under this Contract is
$___________ (the “Maximum Compensation”), for the combination of Basic Services and reimbursable
Expenses. The Maximum Compensation cannot be increased without a fully executed and approved
amendment or supplement to this Contract. Architect progress payments shall be made according to the
provisions and schedule set forth in Section 4, “Payments,” of this Contract. The Maximum
Compensation is more particularly described as follows:
A. Basic Services: The Architect shall perform the Basic Services, directly or through the
Consultants, for the fixed fee of $____________.
B. Reimbursable Expenses: The Owner shall reimburse the Architect for any allowable
Reimbursable Expenses, up to a maximum amount of $____________.
Reimbursable expenses for the Project mean actual direct expenditures (without overhead, fee, markup
or profit) made by Architect and the Consultants in the interest of the Project for the following items:
long-distance communications; reproductions, postage and handling of plans, drawings, specifications
and other documents (excluding reproductions for the office use of Architect and the Consultants);
mileage and travel expenses more particularly described below; data processing and photographic
production techniques; and renderings, models and mock-ups requested by Owner. The Reimbursable
Expenses will be reimbursed at cost, except travel expenses. Charges for travel expenses will be
reimbursed at cost, but not in excess of the rate allowed State of Oregon employees. Travel expenses
are only reimbursable when services are rendered in excess of 25 miles from Architect’s or Consultant’s
office. As of the date of this Contract, these rates are as follows:
Airfare (coach class only) and car rental:
At cost.
Personal car mileage: $0.54 per mile.
Lodging: $128 per night (excluding tax).
Meals: (reimbursable only when associated with overnight
travel) (documentation not required)
$57 (breakfast/lunch $14.25 dinner
$28.50).
Printing, photography, long distance telephone charges and
other allowable direct expenses (no markup or overhead):
At cost.
Architect must retain documentation of actual expenditures when requesting reimbursement of
allowable expenses, except meals. No documentation of Reimbursable Expenses is required at time of
invoice, although Owner reserves the right to audit at any time (see Section 25, “Access to Records,”
below).
C. Additional Services: Owner will compensate the Architect for Additional Services performed by
the Architect, whether directly or through its Consultants, beyond the scope of the Basic Services
described in Section 7, ” Architectural Services,” based on hourly rates for Architect personnel or
Consultants, plus Reimbursable Expenses, in accordance with the following schedule of charges for the
duration of this Contract (except in the case of a suspension and reactivation of performance beyond
the date agreed to by the Parties, as more particularly described in Section 1.G., “Relationship
Between the Parties/Suspension of Contract by Owner”), but only when the Owner has given prior
written authorization and the Parties have executed an amendment or supplement to this Contract.
Architect:
Principals $ hr
Designer $ hr
Architect I $ hr
Architect II $ hr
Secretarial $ hr
These charges shall also be used to determine amounts owed Architect in the event this Contract is
terminated as provided in Section 18D(1), “Termination of Contract; Non-availability of Funds.”
Any amounts so derived may not exceed the limitations for each phase as specified by Section 4,
“Payments,” hereof.
4. PAYMENTS. Monthly progress payments shall be made by Owner upon Owner’s acceptance of the
Services performed and upon Owner’s review and approval of invoices and required documentation.
Payment shall be based upon invoices submitted by Architect for Services rendered and/or Reimbursable
Expenses incurred during the preceding month. Provided, however, payments shall not exceed the
maximum not-to-exceed total amounts payable set forth in Section 3A and 3B, which may be modified
only by executed amendment(s) to this Contract.
Payment requests, invoices, and required documentation shall be submitted in the form and format
stipulated by Owner. One copy of each invoice, together with required documentation, must be delivered
to the following electronic mail address:
The University of Oregon
Campus Planning, Design & Construction
capconbilling@uoregon.edu
Payments to the Architect will be made following the Owner’s review and approval of the invoices and
required documentation and acceptance of the Services performed and approval of the Reimbursable
Expenses incurred. Payments to the Architect for such Services performed and invoiced will be made for
each phase as follows, with final payment for each phase subject to written acceptance of the phase by the
Owner. The total of all payments for Basic Services shall not exceed the maximum amount set forth in
Section 3.A. for Basic Services, and the total of all payments for Reimbursable Expenses shall not exceed
the maximum amount set forth in Section 3.B. for Reimbursable Expenses. The total of all such payments,
for Services and Reimbursable Expenses, shall not exceed the Maximum Compensation. Owner reserves
the right to retain up to five percent (5%) of the compensation limit set forth below for each phase, subject
to Owner’s acceptance of the Services and any deliverables for each phase.
(1) Schematic Design Phase: not to exceed $________.
(2) Design Development Phase: not to exceed $________.
(3) Construction Documents Phase: not to exceed $________.
(4) Bidding Phase: not to exceed $________.
(5) Construction Administration Phase: not to exceed $________.
(6) Post-construction Phase: not to exceed $________.
(7) Percent for Art: not to exceed $________.
No deduction shall be made from Architect’s fee on account of penalty, liquidated damages, or
other sums withheld from payment to the CM / GC.
5. SERVICES OF ARCHITECT’S CONSULTANTS. The Consultants shall be paid by the Architect
out of the Maximum Compensation, and the Parties understand and agree that the Owner has no direct or
indirect contractual obligation or other legal duty to pay the Consultants or ensure that the Architect makes
full and timely payment to the Consultants for Consultant services rendered on the Project. Services
performed by the Architect through the Consultants shall be included on Architect invoices at the
Architect’s cost, without markup, at the request of the Owner. The Architect shall provide to the Owner
copies of the Consultant’s invoices submitted to the Architect, along with the Architect’s requests for
payment that are submitted to the Owner under this Contract.
6. TIME OF PERFORMANCE. This Contract shall take effect on the Effective Date and Architect
shall perform its obligations according to this Contract, unless terminated or suspended, through final
completion of construction and completion of all warranty work.
7. ARCHITECT’S SERVICES.
A. Schematic Design Phase. In consultation with the Owner, and in compliance with the Owner’s
Design Criteria, Architect shall:
(1) Identify applicable building codes, Federal ADA guidelines, administrative, and permit
processing requirements as relevant;
(2) Verify, by on-site inspection unless specifically stated otherwise by the Owner, existing
conditions and systems, including but not necessarily limited to architectural, structural,
mechanical, plumbing and electrical systems, to confirm that these conditions and systems are of
adequate condition and capacity to support the Work to be executed on the Project;
(3) Verify existing space program with User Group and expand their understanding of
programmatic needs as required to inform the design process.
(4) Review the schedule i n i t i a l l y d e v e l o p e d i n t h e P r o g r a m m i n g a n d C o n c e p t u a l
D e s i g n p h a s e a n d r e v i s e a s n e e d e d for the entire project, and provide a detailed
schedule for Schematic Design indicating proposed meetings, milestones, cost estimates, review
documents, and approvals.
(5) With the Owner, create an owner’s design criteria document that will be the basis of the
design including but not limited to the Program, the project description, Campus Plan and its
sub-plans, the Campus Design Standards, the Bicycle Management Program, and the Owner’s
standards for accessibility;
(6) Describe proposed deviations from Campus Design Standards and supply information to
Owner as to why these deviations are recommended. Record for distribution all deviation
proposals, approvals and rejections. Continue recording into subsequent phases of design.
(7) Based on the preceding Programming and Concept Design documents, use an integrated
design process to develop, through active participation of the Project Management Team, the
User Group and with Owner’s staff, Schematic Design studies consisting of drawings and other
documents for the Owner’s approval; Architect shall provide advance information [24 hr] before
meetings (agendas, materials, etc., meeting minutes within 7 days after meetings, digital copies
of all presentations, drawings, and meeting notes within 2 days, and/or establish project web
site to make such information available to Owner;
(8) Participate in a value analysis/value engineering session with the project U ser Group and
Owner early in the Schematic Design phase to establish cost/quality targets for major project
elements;
(9) Meet with Owner’s e n g i n e e r i n g staff to discuss initial selection of major building
systems, including at a minimum structure, HVAC, exterior wall assemblies, roof assemblies,
electrical service equipment, telecommunications equipment, interior finishes, and elevators;
(10) Meet with City of Eugene (“City”) staff, Owner’s r e p r e s e n t a t i v e , Environmental
Health and Safety staff, and Owner’s Risk Management staff at a project consultation meeting
to review code compliance strategy addressing the overall fire and life safety concept,
preliminary fire access plan, historic preservation issues (if appropriate), and any Project-
specific code items that have arisen during the design process; create and distribute summary
notes within one week of this and other City meetings and phone calls. Identify all possible
areas that will require Alternative Means and Methods applications;
(11) Assist Owner to file the required documents for the approval of various governmental
agencies having jurisdiction over the Project; Owner shall pay for all required appeals and plan
review fees;
(12) Working with the Owner’s designated users, outline a sustainability plan that reflects the
requirements of the Owner’s sustainable design policies as described in the Campus Plan and
as refined in meetings with the Owner. Including a summary of environmental values guiding
the Project, environmental issues to be addressed, Project priorities and goals for each of those
issues, metrics for evaluating the Project relative to those goals, and concepts for achieving the
goals.
(13) Provide necessary coordination and documentation to achieve a minimum Leadership in
Energy and Environmental Design ( LEED) Gold certification. Support the University in the
LEED administration process. Maintain a score card of the Project using the version of the U.S.
Green Building Council’s LEED identified by Owner.
(14) Coordinate with Owner and support Owner’s consultants in the energy analysis of the Project
and provide all documentation required for this analysis to the Owner and Owner’s consultants for
the Project. Working with the Owner and Owner’s consultants, identify energy conservation
measures for analysis to meet the Project energy performance goal. When completed, the Project
shall meet the requirements of the Campus Plan policy 10. Coordination and collaboration during
this analysis process shall require specific members of the design team to participate in all energy
meetings.
(15) Coordinate with Owner and Owner’s consultants in the analysis of the Project, provide all
documentation required for this analysis to the Owner.
(16) Support Owner in development of Owner’s Project Requirements (OPR) document to be
used as guiding principles throughout design, and as the basis for commissioning services review
and verification. Support and adhere to the OPR in all subsequent phases of design and
construction.
(17) Review the estimates of the probable Direct Construction Cost of the Project prepared by an
independent cost estimator commissioned by the Owner and by the CM/GC. The Architect will
assist the Owner in comparing and reconciling the cost estimates, and the Architect shall have the
responsibility to meet the Project budget requirements, all consistent with the requirements of
Section 1F(4) above. Alter the design as necessary to bring the Project within the Direct
Construction Cost budget, if needed;
(18) With the assistance of the Owner’s representative, meet with the Design Review Board during
the Schematic design phase (anticipated to be up to three (3) meetings);
(19) With the assistance of the Owner’s representative, meet with Owner’s Campus Planning
Committee during the Schematic Design phase (anticipated to be up to three (3) meetings), and no
less than upon completion of the Schematic Design Phase to obtain a positive recommendation to
the University of Oregon president that the schematic design, based upon the final schematic design
document, be accepted;
(20) Record for distribution all Owner, Owner’s Consultants (Energy Analyst and Commissioning
Agent), and CM/GC review comments and Architect responses using an agreed tracking system.
Continue to record for distribution all Owner, Owner’s agents, and CM/GC review comments and
Architect responses into subsequent phases of design.
(21) Work in collaboration with the Owner and CM/GC in development of a BIM execution plan
(BEP) describing processes and procedures that will be used to coordinate and deliver the BIM’s
and associated data requested by the Owner. The BEP will detail specific modeling requirements
of the Owner and CM/GC in order to deliver a successful project and information to the Owner at
a minimum Level of Detail (LOD) of 100 for architectural elements, and major systems at a
minimum level of 200:
a. Timing of the BEP should allow for review and approval by Owner by the start of the
Design Development phase, or within 45 days after the University contracts with a CM/GC;
and
b. Develop and coordinate architectural, structural, civil and MEP 3D models in Revit and
Navisworks. Provide to CM/GC and Owner as required and included in the BEP and per the
latest COBie standards published at the time of contract implementation.
(22) When the reconciled cost estimate is in balance with the project budget, prepare one (1) 8-
1/2” x 11” (with 11” x 17” fold-outs) digital copy of the draft schematic design report for Owner
review, consisting at a minimum of the following elements:
a. An approval / Signature section.
b. Executive Summary;
c. Record of Design Process. Include in the schematic design document the alternative
schematic design studies, the project goals, and applicable Campus Plan and project-specific
patterns. (Include patterns reviewed, verified, and possibly modified from the Programming
Document and Project Description, as well as patterns developed during the Schematic
Design Phase)
d. Program Summary, including a tabulation of space assignments for each activity
compared to identified needs and relationship diagrams;
e. Narrative Summary of the schematic design, including brief descriptions of each
component (e.g., site design, structural, mechanical, and electrical systems, etc.);
f. An outline of a sustainability plan, including LEED scorecard more particularly
described above Section in 7B (11) and (12);
g. Reduced plans, sections, and elevations (and/or photographs of models);
h. Project schedule;
i. Reconciled Cost estimate and summary of strategies used to balance the cost with the
budget;
j. The building code analysis, including all possible Alternative Means and Methods
applications; and
k. LEED Scorecard
(23) Meet with Owner’s User Group, Owner’s representative, Campus Planning and Facilities
Management, and other UO entities to review the draft schematic design document report; revise
it as necessary to reflect Owner’s desires;
(24) Prepare modifications to the schematic design documents as may be required to obtain
Owner’s approval;
(25) Provide one (1) digital pdf file of the final Schematic Design documents legible in black-
and-white, format not to exceed 11″ x 17″;
c.
d.
B. Design Development Phase. Upon notification of the Owner’s approval of the Schematic
Design Phase, and upon written authorization from the Owner to proceed, the Architect, in compliance
with owner’s design criteria as specified in the Site Selection and Programming and Concept Design as
modified during the Schematic Design Phase, and the Basis of Design documents established in the
previous phase, shall:
(1) Update the schedule for the entire project, and develop a detailed schedule for the Design
Development phase indicating proposed meetings, milestones, cost estimates, review
documents, bid package dates, permit application dates, and approvals;
(2) Work collaboratively with the User Group and Owner’s engineering staff to refine and
complete the design for the project and select major materials and systems. Obtain User Group
and Design Review Board approval of that design; Architect shall provide advance information
24 hours before meetings (agendas, drawings, etc.), provide meeting minutes within 7 days
after meetings, provide digital copies of all presentations, drawings, and meeting notes within
2 days, and/or establish project web site to make such information available to Owner;
(3) Verify, by on-site inspection at the beginning of the Design Development Phase, existing
conditions except information to be provided by Owner as required in Section 9;
(4) Incorporate and respond to Owner’s comments from the Schematic Design Phase using
comment tracking system established in Schematic Design phase. Continue to record for
distribution all Owner, Owner’s Consultants (Energy Analyst and Commissioning Agent), and
CM/GC review comments and Architect responses into subsequent phases of design.
(5) Continue to record proposed deviations from Owner’s Campus Design Standards and
Owner response using tracking system established in Schematic Design phase. Record for
distribution all deviation proposals, approvals and rejections into subsequent phases of design
(6) Prepare drawings and other documents to fix and describe the size and character of the
entire Project as to architectural, site development (including Designated Open Space
enhancement), structural, mechanical, acoustical and electrical systems, materials and
appearances, and such other essentials as may be appropriate and in accordance with governing
codes and ordinances. Include diagrammatic representations of furniture arrangements;
(7) Early in this phase, ensure that the Project complies with the 2010 American with
Disabilities Act Standards for Accessible Design, latest version, and with Owner’s published
accessibility standards that support the Universal Access policies of the Campus Plan, and
allows for access to programs, activities, and services in the most integrated setting possible.
Review the project with an accessibility focus group and with the Owner’s ADA compliance
staff. The Owner will be responsible for interpretation of standards for compliance with
Federal requirements;
(8) Attend meetings with City of Eugene (“City”) staff and Owner’s representative, Risk
Management, and Environmental Health and Safety staff to further review and refine the fire
and life safety concept, fire access plan, historic preservation issues (if appropriate), and all
Project- specific code items that have arisen during the design process; create and distribute
summary notes within one week of this and other City meetings. Draft all Alternative Means
and Methods applications for Owner review. Ensure participation of Owner’s Risk
Management, Environmental Health, and Owner’s representative in all meetings with the City.
Copy Owner’s representative staff on all communications with City staff;
(9) The Architect shall perform the following Services associated with the Owner’s
independent cost estimator and the CM/GC preparation of the probable Direct Construction
Cost of the Project:
a. Fully cooperate and coordinate with the Owner’s independent cost estimator and
the CM/GC in the preparation of the Direct Construction Cost estimates for the purpose
of establishing a GMP estimate acceptable to Owner;
b. Review and verify any adjustments made by the CM/GC and the independent cost
estimator to the previous estimates of probable direct construction costs for the Work,
and report the Architect’s findings and GMP estimate to the Owner;
c. In the event the Direct Construction Cost or GMP estimate prepared and reconciled
by the Owner’s independent cost estimator and the CM/GC exceeds the Owner’s Direct
Construction Cost budget, revise the Project design to allow construction of the Project
within Owner’s budget; the Architect understands and agrees that the Owner’s
independent cost estimator and the CM/GC will be providing a separate, independent
cost estimate of probable Direct Construction Cost or GMP for the Project, the Architect
will collaborate with the Owner’s independent cost estimator and the CM/GC and consult
with the Owner in comparing and reconciling the two independent cost estimates
[generated during this Phase of the Services] in an effort to establish an estimated GMP
acceptable to Owner, and the Architect shall have the responsibility to meet the Project
budget requirements, all consistent with the requirements of Section 1.F.(4) above;
(10) Assist the Owner to file the required documents for the approval of various governmental
agencies having jurisdiction over the Project; Owner shall pay for all required appeals and plan
review fees. Provide data to Owner to predict Systems Development Charges and building
permit fees;
(11) Coordinate with Owner and Owner’s consultants in the energy analysis of the Project,
provide all documentation required for this analysis to the Owner for the Project to measure
energy performance relate to targets previously established. Identify additional energy
conservation measures for the consultant to evaluate and describe how major building systems
will work together to meet the energy performance goal. Coordination of the analysis process
shall require specific members of the design team to attend all energy meetings;
(12) Working with the Owner’s designated users, complete the sustainability plan outlined in
Schematic Design, including a summary of environmental values guiding the Project,
environmental issues to be addressed, Project priorities and goals for each of those issues,
metrics for evaluating the Project relative to those goals, strategies for achieving the goals, and
predicted performance in these area;
(13) Provide necessary coordination and documentation to support the Owner in the
administration of the LEED Certification for a minimum of LEED Gold Certification.
Continue maintaining a score card of the Project including updating LEED process
documentation.
(14) Invite Owner, CM/GC, and Owner’s consultants to attend all Architects’ meetings with
their consultants during this phase as well as subsequent phases. The Architect shall allow
appropriate notice to allow Owner’s representative to attend all meetings;
(15) Perform all necessary services related to the selection and installation of new furniture
purchased by the Owner/CM/GC for the Project; Work collaboratively with the User Group
and Owner’s representatives to further develop the Schematic Design furniture arrangements.
Perform all necessary services related to the selection, specification, procurement and
installation of new furniture purchased by the Owner/CM/GC for the project.
(16) Perform all necessary services related to the design, selection, procurement and
installation of code-required signage purchased through the CM/GC for the Project.
(17) With the assistance of the owner’s representative, meet with the Design Review Board
as often as necessary to complete design (anticipated to be two (2) meetings).
(18) Conduct Design Development review meetings with the Owner and the CM/GC to
present the project systems and materials and to review the project with Owner’s engineering
staff; Participate in meetings with User Group to agree on final configuration of the design and
processes to follow to request changes after this Contract has been signed; Review and respond
in meetings to all Owner’s comments; Describe deviations from Campus Design Standards and
supply information to Owner as to why these deviations are recommended;
(19) At both 50%-complete Design Development drawings and specifications and 100%-
complete Design Development documents, submit to the Owner one (1) digital pdf files of the
following documents, information and other data, with all PDF formatted documents to be
searchable:
a. Preliminary recommendations for interior colors, finishes, and materials and
binders containing samples of proposed interior finishes and color;
b. One-line diagrams for mechanical systems design(s), proposed major mechanical
equipment selections, mechanical room layouts, proposed plumbing fixtures;
c. One-line diagrams for electrical systems design(s), proposed light fixtures,
electrical room layouts;
d. Complete outline specification and Project manual describing all building materials
and systems;
e. Recommendations for deductive alternates equivalent to 10% of the base bid
estimate (see Section D (4) b.);
f. Recommendations for construction phasing to ensure continued operation of
Owner’s activities;
g. Furniture and equipment layouts showing proposed location, size, and configuration
of all public and common area furniture and all equipment in the Project;
h. Furniture and equipment outline specification, cut sheets, and preliminary budget
estimate.
i. A sustainability plan narrative, including LEED scorecard and supporting
documentation, more particularly described above Section in 7B (11) and (12);
j. An up-date of the Fire and Life Safety requirements resulting from design
development phase meetings with the City of Eugene, including draft language for
Alternative Means and Methods applications that will be needed to obtain a building
permit; and
k. Electronic files of all documents including BIM models submitted or presented in
meetings, excluding samples, materials boards, and other such items,
l. Coordinated architectural, structural, civil and MEP 3D models in Revit and
Navisworks, including embedded equipment schedules and elements as detailed in the
BEP, with overall minimum building LOD of 200, with major systems at a minimum
level of 350.
m. A BEP status report detailing specific steps taken in support of producing fully
coordinated drawings and COBie data at the end of the CD phase.
C. Construction Documents Phase. Upon notification of the Owner’s approval of the Services
performed under the Design Development Phase and upon written authorization from Owner
to proceed, Architect, in compliance with the Design Criteria for University of Oregon Projects
provided by the Owner, shall:
(1) Prepare working drawings and specifications for multiple construction bid packages and
permit packages as required to deliver the project setting forth all necessary plans, elevations,
and construction details, descriptions of materials and equipment, methods of installation, and
standards of workmanship necessary to build the project design approved in the previous design
phases;
(2) Update the schedule for the entire project, and develop a detailed schedule for the
Construction Documents phase indicating proposed meetings, milestones, cost estimates,
review documents, bid package dates, permit application dates, and approvals;
(3) Incorporate and respond to all of the Owner’s, Owner’s consultants and CM/GC’s
comments from the Design Development Phase using the comment tracking system previously
established for the project. Continue to record for distribution all above stated review comments
and Architect responses to conclusion of Construction Documents phase;
(4) Ensure that the Project complies with the 2010 American with Disabilities Act Standards
for Accessible Design, or latest version, and with Owner’s published accessibility standards
that support the Universal Access policies of the Campus Plan, and allows for access to
programs, activities, and services in the most integrated setting possible. Review the project
with Owner’s ADA compliance staff. The Owner will be responsible for review of
accessibility and interpretation of standards for compliance with Federal requirements;
(5) Continue to record proposed deviations from Owner’s Campus Design Standards and
Owner responses using tracking system established in Schematic Design phase. Record for
distribution all deviation proposals, approvals and rejections to conclusion of Construction
Document phase.
(6) Prepare Construction Documents as may be required to expedite the Work in phases
developed in conjunction with Owner and CM/GC so as to take maximum advantage of
weather and other factors to expedite the work and deliver greatest value;
(7) Prepare specifications setting forth descriptions of materials and equipment, methods of
installation, and standards of workmanship; Include in the appropriate section of Division 1 of
the specifications a complete listing of all warranties required under the technical portions of
the specifications;
(8) Refine and complete the furniture and equipment design. Complete all necessary services
related to the selection, specification, procurement and installation of new furniture purchased
by the Owner for the Project and any existing refinished or relocated furnishings. Provide
Owner with final specification information, furniture counts, and plans. Provide final furniture
and equipment budget estimate.
(9) Working with the Owner’s designated representatives, update the sustainability plan
developed in earlier phases to reflect changes during this phase that addresses the Owner’s
environmental and energy efficiency goals.
(10) Provide necessary coordination and documentation to support the University in the
administration of the LEED Certification process and pursuit of minimum LEED Gold
Certification. Continue maintaining a score card of the Project including updating LEED
process documentation.
(11) Provide three (3) sets plus digital copies of 50%-complete Contract Documents for
Owner and CM/GC review, with all PDF formatted documents to be searchable;
(12) Submit to the Owner and CM/GC coordinated 50% CD-complete architectural,
structural, civil and MEP 3D models in Revit and Navisworks, including embedded equipment
schedules and elements.
(13) Submit to the Owner a 50% CD-complete BEP status report detailing specific steps taken
in support of producing fully coordinated drawings and COBie data at the end of the CD phase.
(14) Provide the Owner and the CM/GC digital files of the 95% complete Project Contract
Documents for review and approval prior to advertising the Project for bid;
(15) Submit to the Owner and CM/GC coordinated 95% CD-complete architectural,
structural, civil and MEP 3D models in Revit and Navisworks, including embedded equipment
schedules and elements.
(16) Submit to the Owner a 95% CD-complete BEP status report detailing specific steps taken
in support of producing fully coordinated drawings and COBie data at the end of the CD phase.
(17) Submit to the Owner a 100% CD-complete BEP status report, that incorporates Owner’s
review comments, detailing specific steps taken in support of producing fully coordinated
drawings and COBie data at the end of the CD phase.
(18) Submit one (1) electronic set of 100%-complete Contract Documents for final Owner
and CM/GC review and approval and take responsibility for Owner’s comments that are not
made part of the 100%-complete Construction Documents;
(19) The Architect shall perform the following Services associated with preparation of the
probable Direct Construction Cost of the Project:
a. Fully cooperate and coordinate with the Owner’s CM/GC in the preparation of the
Direct Construction Cost estimates;
b. Review and verify the CM/GC’s GMP for the Work, and report the Architect’s
findings to the Owner;
c. In the event the Direct Construction Cost estimates prepared by the CM/GC exceed
the Owner’s Direct Construction Cost budget, revise the Project design to allow
construction of the Project within Owner’s budget;
(20) Assist Owner to file the required documents for the approval of various governmental
agencies having jurisdiction over the Project. Owner shall pay for all required plan review
fees;
(21) Prepare bidding documents that include deductive alternates which, in combination with
other budget elements identified by Owner, creates a 10% bidding contingency to ensure that
if bids are 10% over the budget the project can be delivered within the budgeted amount without
delay;
(22) Coordinate with Owner and Owner’s consultants in the energy analysis of the Project,
provide all documentation required for this analysis to the Owner. Finalize energy performance
targets set in Schematic Design and Design Development. Working with the Owner and
consultant, update drawings and specifications to incorporate Owner approved energy
conservation measures to meet the energy performance goal. Coordination of the analysis
process shall require specific members of the design team to attend all energy meetings;
(23) Coordinate with Owner and Owner’s consultants in the analysis of the Project, provide
all documentation required for this analysis to the Owner for the Project.
(24) Submit to the Owner the following documents, information and other data:
a. Two (2) copies of a binder with final recommendations for interior colors, materials,
and finishes;
b. Structural calculations;
c. Heat gain/loss and HVAC system design calculations;
d. Electrical and lighting system design calculations; and
e. Electronic files of all published drawing sets and BIM files.
D. Bidding Phase. Upon notification of Owner’s approval of the Construction Documents Phase
and upon written authorization from the Owner to proceed, Architect shall:
(1) Furnish CM/GC with one (1) fully reproducible set of the 100% Construction
Documents, including working drawings and specifications, complete as required for bid and
construction purposes (for additional copies, see Section 8, “Additional Services”) plus one (1)
complete reproducible set of electronic files of the Construction Documents, with all PDF
formatted documents to be searchable.;
(2) Furnish to Owner and CM/GC a fully coordinated architectural, structural, civil and MEP
3D model in Revit, including embedded equipment schedules and elements as detailed in the
BEP, with overall building LOD of 350, and major systems at a minimum level of 400.
(3) Attend the pre-bid conference at the Project site; and
(4) Perform the following Services associated with this Phase and the Direct Construction
Cost allowance of the Project:
a. Assist the Owner and the CM/GC in soliciting subcontractor bids; and
b. If the lowest acceptable bid exceeds the Direct Construction Cost allowance
authorized by the Owner by 10%, then at the Owner’s request, and at no additional cost
to the Owner, the Architect shall modify the drawings and specifications in order that
new bids may be solicited and a Construction Contract award made within said
allowance, consistent with the requirements of Section 1.F (4) above.
E. Construction Administration Phase
Commencing with the award of a Construction Contract by Owner, Architect shall:
(1) Attend the pre-construction conference at the Project site;
(2) Furnish Owner and CM/GC with a conformed set of the Construction Documents,
including working drawings and specifications, incorporating addenda, changes required by
the permitting process, and alternates awarded in the bidding process. Provide this set in two
paper copies to Owner plus one complete set of electronic files;
(3) Provide general administration of the Work as contemplated by the provisions of the
Construction Contract including assisting the Owner with evaluation of the feasibility of the
CM/GC-provided project time schedule;
(4) Attend progress meetings with the CM/GC and Owner on a weekly basis, or as needed
and directed by the Owner. Site observation visits to be included as part of progress meetings.
Submit to Owner’s project manager a written report only if non-compliant, quality, and/or
schedule issues are observed;
(5) Arrange for periodic visits of Consultants to make similar determinations with respect to
mechanical and other Work, as applicable;
(6) Review and approve or take appropriate action regarding shop drawings and samples
submitted by the CM/GC; such actions by Architect shall be taken with reasonable promptness
to cause no delay in the Work;
(7) Prepare any supplemental drawings or large-scale details needed to clarify the
Construction Documents;
(8) Respond promptly to requests from the CM/GC for assistance with unforeseen problems
so as to minimize the Owner’s exposure to claims for delay;
(9) Advise and consult with the Owner, issuing appropriate instructions to the CM/GC;
(10) Check proposed costs of any modifications to the Construction Contract and recommend
acceptance or rejection to the Owner. Owner will prepare written change orders;
(11) Endeavor to guard the Owner against defects and deficiencies in the Work of the CM/GC;
(12) Notify the Owner of any Work which does not conform to the Construction Documents
and recommend to the Owner that the CM/GC stop the Work whenever, in the Architect’s
opinion, it may be necessary for the proper performance of the Construction Contract;
(13) Issue certification to the Owner and the CM/GC when all terms of the Construction
Contract have been fulfilled to the Architect’s satisfaction;
(14) Conduct on-site observations to determine the date of final completion, receive written
guarantees and related documents assembled by the CM/GC and issue recommendation for
final acceptance and payment;
(15) Provide information to and assist with efforts of the Owner’s contractors for testing and
balancing, special inspections, commissioning, and energy analysis;
(16) Provide necessary coordination and documentation to support the University in the
administration of the LEED Certification process and pursuit of minimum LEED Gold
Certification.
(17) Upon completion of the Work, the Architect shall, at no additional cost to the Owner,
update electronic drawings and submit the appropriate digital files as follows:
a. One (1) complete, full-size (no larger than 30″ x 42″), reproducible drawing set on
vellum reflecting significant changes in the Work made during construction based on
marked-up prints, drawings and other data furnished by the CM/GC to the Architect;
b. One (1) complete, reproducible set of electronic drawing files, compatible with
recent version of Revit, including full BIM model if BIM software is used;
c. One (1) complete Binders containing samples of proposed interior finishes and
color-index of AutoCAD files and drawing layers;
d. One (1) complete set of digital files of drawings and specifications in PDF format;
e. One (1) complete full-size reproducible drawing set on bond paper;
f. Two (2) complete sets of as-built specifications; and
g. Prepare floor plans (Book Plans) of the Project in the Owner’s format for
administrative and space record keeping.
F. Post-Construction Phase. Upon substantial completion of the Construction Administration
Phase and continuing thereafter as necessary, the Architect shall:
(1) Work with Owner’s commissioning agent and with CM/GC during the 12-month period
after occupancy of the project to assist in final adjustments and corrections necessary in the
function of the project and of the systems that support it;
(2) Participate in an on-site review of the project near the end of the warranty period to
identify all items with pending warranty issues;
(3) With the Owner, CM/GC, Owner’s energy analyst, controls subcontractor, and
Architect’s mechanical and electrical consultants, participate in an after-care session during the
twelfth month of the warranty period. Review system operating data including metering, trend
logs, instantaneous flow measurements, and other information to ensure that the building
mechanical and electrical systems are operating consistently with the design intent. Compare
performance data to assumptions used during design. Identify control adjustments and other
minor changes that would substantially reduce energy consumption or otherwise enhance
system performance;
(4) Participate in post-occupancy reviews, including those related to design and construction
processes, as conducted by the Owner.
(5) Provide necessary coordination and documentation to support the University in the
administration of the LEED Certification process and pursuit of minimum LEED Gold
Certification.
G. Percent for Art. Upon notification that the Owner has established a committee for the Project’s
Percent for Art selection, the architect shall perform those design and coordination Services for
the fine arts and crafts to be identified and incorporated into the Project, pursuant to the
University of Oregon Board of Trustees’ “1% for Art Program,” set forth in University of
Oregon Policy, as amended, relating to acquisition of fine arts or crafts to be part of the Project
and consisting of the consultation with the Owner on selection of artwork, commissioning
and/or completion of the artwork and integration with the overall design of the Project.
8. ADDITIONAL SERVICES.
A. Copies of Construction Documents. All copies of Construction Documents shall be furnished
by Architect upon the written request of Owner, and will be reimbursed at the cost of reproduction if
in excess of the number specified in Section 7, “Architect’s Services,” above.
B. Conditions Required to Support Additional Compensation. Architect shall be paid, subject
to executed amendments or supplements, for extra expenses and services involved if:
(1) Substantial changes are ordered by Owner after Owner has acknowledged the acceptance
of one or more of the planning phases described above (except changes which are ordered for
the purpose of maintaining the Direct Construction Cost of the Project within the allowance
specified in Section 1, “Relationship Between Parties”);
(2) Damage occurs as a result of fire or other casualty to the structure;
(3) The CM/GC becomes delinquent or insolvent;
(4) Architect’s attendance is required at City of Eugene public and/or planning board
presentations;
(5) Owner requests detailed demolition drawings of existing structure(s) or if documentation
must be made for salvage of existing materials, except as may be required to ensure that new
construction may be fit to existing construction;
(6) Owner requests the selection and specification of furnishing(s) outside the scope of the
Project’s direct construction allowance;
(7) Owner requests Additional Services not identified under the Basic Services provision of
this Contract, such as study models, renderings, etc.;
(8) The Owner requests that the Architect provide design Services associated with
specialized signage for the Project beyond that required for code compliance;
(9) The Owner requests that the Architect perform all necessary Services related to the
selection and installation of new furniture purchased by the Owner for the Project; or
(10) The Owner requests that the Architect prepare any specifications required as part of the
installation of the Owner’s new furniture at the Project.
C. Payments at the time of Abandonment or Suspension. If any Services performed by
Architect are abandoned or suspended, Architect shall be paid for the Services rendered, under the
provisions and limitations of Section 4, “Payments,” in proportion to the amount of Services
performed at the time of suspension or abandonment, provided the initiative for such abandonment
or suspension is by Owner and does not result from a design error of Architect, a bid overrun, or other
breach or default by Architect.
9. SURVEY, BORINGS AND TESTS. Owner shall, so far as the Services under this Contract may
require, furnish Architect the following information:
A. Survey. A complete and accurate survey of the Project site, giving the grades and lines of
streets, pavements, and adjoining properties and/or scale drawings reasonably representing existing
conditions;
B. Project Site Conditions; Utilities. The rights, restrictions, easements, boundaries, and
contours of the Project site and full information as to sewer, water, gas and electrical service, existing
utility tunnels, lines, etc., on site; and
C. Geotechnical Reports. Geotechnical investigation reports with recommendations for soil-
bearing capacities.
Owner will pay for chemical, mechanical or other tests when required. Owner does not warrant the
accuracy of any of the information so provided. Architect will not be held responsible for errors due
to inaccuracy of any of the information so provided.
10. ARCHITECT’S RESPONSIBILITIES IN REGARD TO ASBESTOS AND OTHER
HAZARDOUS SUBSTANCES. It is envisioned that this Project will not involve the removal of
and destruction of asbestos, asbestos-related materials, hazardous substances or other hazardous
materials (collectively the “Hazardous Substances”). It is understood and agreed that the Owner will
contract separately for the identification and removal of any Hazardous Substances, either prior to
the commencement of this Project or at such time as such Hazardous Substances are detected. It is
understood and agreed that the Architect shall not and does not prescribe any safety measure or
abatement procedure and is not responsible for any act or omission relating to the acts of the Owner
and/or professional consultant and/or the contractor and/or subcontractor which the Owner selects
relating to the abatement of such Hazardous Substances.
11. INSURANCE PROVISIONS. During the term of this Contract, Architect shall maintain in full
force and at its own expense each insurance coverage or policy noted below, from insurance
companies or entities with an A.M. Best rating of A- or better that are authorized to transact the
business of insurance and issue coverage in the State of Oregon:
A. Workers’ Compensation: All employers, including Architect, that employ subject workers
who work under this Contract in the State of Oregon shall comply with ORS 656.017 and provide
the required Oregon workers’ compensation coverage, unless such employers are exempt under ORS
656.126. Architect shall ensure that each of its Consultants and subcontractors complies with these
requirements.
B. Commercial General Liability: Architect shall secure Commercial General Liability
insurance with a combined single limit of not less than $1,000,000 each occurrence/$2,000,000
annual aggregate for bodily injury and property damage. It shall include personal injury coverage
and contractual liability coverage for the indemnity provided under this Contract.
C. Automobile Liability: Architect shall secure Automobile Liability insurance with a combined
single limit of not less than $1,000,000 per occurrence, for bodily injury and property damage,
including coverage for all owned, hired, or non-owned vehicles, as applicable. This coverage may
be written in combination with the Commercial General Liability Insurance.
D. Professional Liability / Errors & Omissions: Architect shall provide the Owner with proof
of coverage for Professional Liability/Errors & Omissions insurance covering any damages caused
by any negligent error, omission, or any act for the Project, its plans, drawings, specifications and/or
project manual, and all related work product of the Architect. The policy may be either a practice
based policy or a policy pertaining to the specific Project. Professional Liability insurance to be
provided shall have a combined single limit of not less than $1,000,000 per claim, incident or
occurrence/$2,000,000 annual aggregate.
E. “Tail” Coverage: If any of the required liability insurance is arranged on a “claims made”
basis, “tail” coverage will be required at the completion of the Contract for a duration of 24 months
or the maximum time period available in the marketplace if less than 24 months. Architect will be
responsible for furnishing certification of “tail” coverage as described or continuous “claims made”
liability coverage for 24 months following completion. Continuous “claims made” coverage will be
acceptable in lieu of “tail” coverage, provided its retroactive date is on or before the effective date of
this Contract. This will be a condition of the Final Acceptance of Work or Services and Related
Warranty, if any.
F. Certificate of Insurance: Prior to the signature by the Owner to this Contract, Architect shall
furnish to the appropriate university official Certificates of Insurance as evidence of the insurance
coverages required under this Contract. The certificate(s) shall provide that the insurance policies
have been endorsed/amended so that the insurance company or companies shall give a 30 calendar
day notice (without reservation) to the Owner’s representative set forth in Section 29, “Notice;
Parties’ Representatives,” below if the applicable policy is canceled or materially changed, or if the
aggregate limits have been reduced. The certificate(s) should state specifically that the insurance is
provided for this Contract. Insuring companies are subject to acceptance by the Owner.
G. Additional Insureds: The Certificates of Insurance, except for Workers’ Compensation and
Professional Liability/Errors & Omissions, shall provide that the policies have been
endorsed/amended so that the State of Oregon, Owner, and its institutions, officers, and employees
are Additional Insureds with respect to Architect’s services to be provided under this Contract.
12. INDEMNITY.
A. Claims for Other Than Professional Liability. Architect shall indemnify, hold harmless
and defend the Owner and its officers, agents, employees and members from and against all
claims, suits, actions, losses, damages, liabilities, costs and expenses of whatsoever nature
resulting from, arising out of, or relating to the activities of the Architect or the Architect’s
Consultants, partners, joint venturers, subcontractors, officers, agents or employees acting
under or pursuant to this Contract or any supplement or amendment hereto.
B. Claims for Professional Liability. Architect shall save, defend, indemnify, and hold
harmless Owner and its officers, agents, employees, and members from and against all claims,
suits or actions, losses, damages, liabilities, costs, and expenses of whatsoever nature resulting
from, arising out of, or relating to the professional negligent acts, errors, or omissions of
Architect or its Consultants, partners, joint venturers, subcontractors, officers, agents, or
employees acting under or pursuant to this Contract or any supplement or amendment hereto.
C. Owner Defense Requirements. Not withstanding the foregoing defense obligations of the
Architect, neither the Architect nor any attorney engaged by the Architect shall defend any claim in
the name of the Owner, the University of Oregon, nor purport to act as legal representative of the
Owner, the University of Oregon, without the prior written consent of the General Counsel of the
University of Oregon. The Owner may, at any time at its election assume its own defense and
settlement in the event that it determines that the Architect is prohibited from defending the Owner,
that Architect is not adequately defending the Owner’s interests, or that an important governmental
principle is at issue or that it is in the best interests of the Owner to do so. The Owner reserves all
rights to pursue any claims it may have against the Architect if the Owner elects to assume its own
defense.
D. Agency’s Actions. Subsections A and B above do not include indemnification by the Architect
of the Owner for the Owner’s activities, whether related to this Contract or otherwise.
13. LIMITATION OF LIABILITIES. Except for any liability of the Architect arising under or related
to the Architect’s failure to perform according to the standard of care or any other liability arising
under or related to the Architect’s representations and warranties under Section 2, “Architect’s
Standard of Care; Representations and Warranties,” of this Contract, neither Party shall be liable for
any indirect, incidental, consequential or special damages under this Contract or any damages of any
sort arising solely from the termination of this Contract in accordance with its terms.
14. OWNERSHIP AND USE OF WORK PRODUCT OF ARCHITECT.
A. Work Product. Copies of plans, specifications, reports, or other materials required to be
delivered under this Contract (“Work Product”) shall be the exclusive property of Owner. Owner
and Architect intend that such Work Product be deemed “Work made for Hire,” of which Owner
shall be deemed the author. If for any reason such Work Products are not deemed “Work made for
Hire,” Architect hereby irrevocably assigns to Owner all of its right, title, and interest in and to any
and all of such Work Products, whether arising from copyright, patent, trademark, trade secret, or
any other state or federal intellectual property law or doctrine. Architect shall execute such further
documents and instruments as Owner may reasonably request in order to fully vest such rights in
Owner. Architect forever waives any and all rights relating to such Work Product, including without
limitation, any and all rights arising under 17 USC 106A or any other rights of identification of
authorship or rights of approval, restriction, or limitation on use of subsequent modifications.
B. Architect’s Use of Work Product. Architect, despite other conditions of this Section, shall
have the right to utilize such Work Product on its brochures or other literature that it may use for its
sales and, in addition, unless specifically otherwise exempted, Architect may use standard line
drawings, specifications, and calculations on other unrelated projects.
C. Owner Reuse or Modification of Work Product. If Owner reuses or modifies the Work
Product without Architect’s involvement or prior written consent, to the extent permitted by Article
XI, Section 7 of the Oregon Constitution and by the Oregon Tort Claims Act, Owner shall indemnify,
within the limits of the Tort Claims Act, Architect against liability for damage to life or property
arising from the State’s reuse or modification of the Work Product, provided Owner shall not be
required to indemnify Architect for any such liability arising out of the wrongful acts of Architect or
Architect’s officers, employees, Consultants, subcontractors, or agents.
15. SUCCESSORS AND ASSIGNS. The provisions of this Contract shall be binding upon and shall
inure to the benefit of the Parties and their respective successors and assigns. After the original
Contract is executed, Architect shall not enter into any new Consultant agreements for any of the
Services scheduled under this Contract or assign or transfer any of its interest in or rights or
obligations under this Contract, without Owner’s prior written consent. In addition to any provisions
Owner may require, Architect shall include in any permitted Consultant agreement under this
Contract a requirement that the Consultant be bound by Sections 11, “Insurance Provisions”; 12,
“Indemnity”; 13, “Limitation of Liabilities”; 14, “Ownership and Use of Work Product of
Architect”; 17, “Mediation”; 18, “Termination of Contract; Non-availability of Funds”; 19,
“Tax Compliance Certification”; 21, “Foreign Contractor”; 22, “Compliance With Applicable
Law”; 23, Governing Law; Venue; Consent to Jurisdiction”; 24, “Independent Contractor
Status of Architect”; 25, “Access To Records”; and 28, “No Waiver.”
16. NO THIRD PARTY BENEFICIARIES. Owner and Architect are the only Parties to this Contract
and are the only Parties entitled to enforce its terms. Nothing in this Contract gives, is intended to
give, or shall be construed to give or provide any benefit or right, whether directly, indirectly, or
otherwise, to third persons unless such third persons are individually identified by name herein and
expressly described as intended beneficiaries of the terms of this Contract.
17. MEDIATION. Architect and Owner, in an effort to resolve any conflicts that may arise during the
design or construction of the Project or following the completion of the Project, agree that all disputes
between them arising out of or relating to this Contract or any supplements hereto, shall be submitted
to non-binding mediation unless the parties mutually agree otherwise. Architect further agrees to
include a similar provision in all agreements with Consultants retained for the Project, thereby
providing for mediation as the primary method for dispute resolution between the Parties to those
agreements. All Parties agree to exercise their best effort in good faith to resolve all disputes in
mediation. Each Party will pay its own costs for the time and effort involved in mediation. The cost
of the mediator shall be shared equally by all Parties to the dispute.
18. TERMINATION OF CONTRACT; NON-AVAILABILITY OF FUNDS.
A. Mutual Agreement. Owner and Architect, by mutual written agreement, may terminate this
Contract at any time. Owner, on 30 days written notice to Architect may terminate this Contract for
any reason deemed appropriate in its sole discretion.
B. Termination by Owner. Owner may terminate this Contract, in whole or in part, immediately
upon notice to Architect, or at such later date as Owner may establish in such notice, upon the
occurrence of any of the following events:
(1) Owner fails to receive funding, or appropriations, limitations, or other expenditure
authority at levels sufficient to pay for Architect’s Services;
(2) Federal or state laws, regulations, or guidelines are modified or interpreted in such a way
that either the Services performed under this Contract are prohibited or Owner is prohibited
from paying for such Services from the planned funding source;
(3) Architect no longer holds any license or certificate that is required to perform the
Services; and
(4) Architect commits any material breach or default of any covenant, warranty, obligation,
or agreement under this Contract, fails to perform the Services under this Contract within the
time specified herein or any extension thereof, or so fails to perform the Services as to endanger
Architect’s performance under this Contract in accordance with its terms, and such breach,
default, or failure is not cured within 10 business days after delivery of Owner’s notice, or such
longer period of cure as Owner may specify in such notice.
C. Owner Funding. Owner reasonably believes that sufficient funds are anticipated to pay all
amounts due hereunder and hereby covenants and agrees that it will use its best efforts to obtain and
properly request and pursue funds from which payments hereunder may be made, including making
provisions for such payments to the extent necessary in the budget submitted for the purpose of
obtaining funds and using its best efforts to have such budget approved. It is Owner’s intention to
make all payments due hereunder if funds are legally available therefor and, in that regard, Owner
represents and warrants to Architect that this Contract is important to Owner’s efficient and economic
operation. If, despite the above, Owner is not allotted sufficient funds for the next succeeding fiscal
period by appropriation, appropriation limitation, grant, or other funds source lawfully available to it
for such purposes to continue the Project and make payments hereunder, Owner may terminate this
Contract, by notice to Architect, without penalty, effective at the end of the current fiscal period for
which funds have been allocated and, if not so terminated, Owner will remain fully obligated for all
amounts owing hereunder. Such termination shall not constitute an event of default under any other
provision of the Contract, but Owner shall be obligated to pay all charges incurred through the end
of such fiscal period. Owner shall give Architect notice of such non-availability of funds within thirty
(30) days after it receives notice of such non-availability.
D. Effect of Termination. In the event of termination of this Contract:
(1) Pursuant to subsections A, B(1) or B(2) above, Owner, using the Schedule of hourly
changes set forth in Section 3, “Compensation,” and within the limitations specified in
Section 8, “Additional Services,” shall compensate Architect for all Services performed prior
to the termination date, together with Reimbursable Expenses then due, and such amounts shall
immediately become due and payable.
(2) Pursuant to subsections B(3) or B(4) above, Owner shall have any remedy available to
it under this Contract or at law or in equity. Such remedies are cumulative and may be pursued
separately, collectively, and in any order.
(3) For any reason, Architect shall immediately cease performance of Services under this
Contract, unless Owner expressly directs otherwise in the notice of termination, and shall
provide to Owner all plans, specifications, CAD drawings on diskettes, mylar drawings, and
all documents, information, works-in-progress, or other property that are or would be
deliverables had this Contract been completed.
(4) For any reason, Architect shall be responsible to Owner for the quality of its Services
and Work Product through the date of termination.
19. TAX COMPLIANCE CERTIFICATION. By signature on this Contract, the undersigned certifies
under penalty of perjury that the undersigned is authorized to act on behalf Architect and that
Architect is, to the best of the undersigned’s knowledge, not in violation of any Oregon Tax Laws.
For purposes of this certification, “Oregon Tax Laws” means a state tax imposed by ORS 401.792 to
401.816 (Tax For Emergency Communications), 118 (Inheritance Tax), 314 (Income Tax), 316
(Personal Income Tax), 317 (Corporation Excise Tax), 318 (Corporation Income Tax), 320
(Amusement Device and Transient Lodging Taxes), 321 (Timber And Forestland Tax), 323
(Cigarettes and Tobacco Products Tax), and the elderly rental assistance program under ORS 310.630
to 310.706; and any local taxes administered by the Department of Revenue under ORS 305.620.
20. DISCLOSURE OF SOCIAL SECURITY NUMBER. Architect must provide Architect’s Social
Security number unless Architect provides a federal tax ID number. This number is requested
pursuant to ORS 305.385 and OAR 150-305.100. Social Security numbers provided pursuant to this
authority will be used for the administration of state, federal, and local tax laws.
21. FOREIGN CONTRACTOR. If Architect is not domiciled in or registered to do business in the
State of Oregon, Architect shall promptly provide to the Oregon Department of Revenue and the
Secretary of State Corporation Division all information required by those agencies relative to this
Contract. Architect shall demonstrate its legal capacity to perform the Services under this Contract
in the State of Oregon prior to entering into this Contract.
22. COMPLIANCE WITH APPLICABLE LAW. Architect agrees to comply with all federal, state,
county, and local laws, ordinances, and regulations applicable to the Services to be provided under
this Contract. Architect specifically agrees to comply with all applicable requirements of federal and
state civil rights and rehabilitation statues, rules, and regulations. Architect also shall comply with
the Americans with Disabilities Act of 1990 (Pub L No. 101-336), ORS 659.425, and all regulations
and administrative rules established pursuant to those laws. Failure or neglect on the part of Architect
to comply with any or all such laws, ordinances, rules, and regulations shall not relieve Architect of
these obligations nor of the requirements of this Contract. Architect further agrees to make payments
promptly when due, to all persons supplying to such Architect labor or materials for the performance
of the Services to be provided under this Contract; pay all contributions or amounts due the Industrial
Accident Fund from such contractor incurred in the performance of this Contract; not permit any lien
or claim to be filed or prosecuted against the State on account of any labor or material furnished; and
pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. If
Architect fails or refuses to make any such payments required herein, the appropriate Institution
official may pay such claim. Any payment of a claim in the manner authorized in this Section shall
not relieve Architect or Architect’s surety from obligation with respect to any unpaid claims. Section
504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act and the Oregon Building
Codes require all new construction to be totally accessible to people with physical limitations. Owner
expects that all spaces in designs for new facilities and in remodel projects will be accessible to people
with physical limitations.
23. GOVERNING LAW; VENUE; CONSENT TO JURISDICTION. This Contract shall be
governed by and construed in accordance with the laws of the State of Oregon without regard to
principles of conflicts of law. Any claim, action, suit, or proceeding (collectively “Claim”) between
Owner and Architect that arises from or relates to this Contract shall be brought and conducted solely
and exclusively within the Circuit Court of Lane County for the State of Oregon; provided, however,
if a Claim must be brought in a federal forum, it shall be brought and conducted solely and exclusively
within the United States District Court for the District of Oregon. In no event shall this Section be
construed as a waiver by the State of Oregon of any form of defense or immunity, whether based on
sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the
United States Constitution, or otherwise. ARCHITECT, BY EXECUTION OF THIS CONTRACT,
HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS.
24. INDEPENDENT CONTRACTOR STATUS OF ARCHITECT.
A. Architect as Independent Contractor. Architect shall perform all required Services as an
independent contractor. Although Owner reserves the right (i) to determine (and modify) the delivery
schedule for the Services to be performed and (ii) to evaluate the quality of the competed
performance, Owner cannot and will not control the means or manner of Architect’s performance.
Architect is responsible for determining the appropriate means and manner of performing the
Services.
B. Agency Status. Architect is not an officer, employee, or agent of the Owner as those terms
are used in ORS 30.265.
C. Benefits; Payment of Taxes. Architect is not a contributing member of the Public Employee’s
Retirement System and will be responsible for any federal or state taxes applicable to any
compensation or payments paid to Architect under this Contract. Architect will not be eligible for
any benefits from these contract payments of federal Social Security, unemployment insurance, or
worker’s compensation, except as a self-employed individual. If this payment is to be charged against
federal funds, Architect certifies that it is not currently employed by the federal government.
25. ACCESS TO RECORDS. For not less than three (3) years after Contract expiration, Owner, the
Secretary of State’s Office of the State of Oregon, the federal government, and their duly authorized
representatives shall have access to the books, documents, papers, and records of Architect and the
Consultants which are directly pertinent to this Contract for the purpose of making audit,
examination, excerpts, and transcripts. If for any reason, any part of this Contract, or any resulting
construction contract(s) is involved in litigation, Architect shall retain all pertinent records for not
less than three (3) years or until all litigation is resolved, whichever is longer. Architect will provide
full access to such documents in preparation for and during any such litigation.
26. SEVERABILITY. The Parties agree that if any term or provision of this Contract is declared by a
court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining
terms and provisions shall not be affected, and the rights and obligations of the Parties shall be
construed and enforced as if the Contract did not contain the particular term or provision held to be
invalid.
27. FORCE MAJEURE. Neither Party shall be held responsible for delay or default caused by fire, riot,
acts of God, and war, which is beyond such Party’s reasonable control. Each Party shall, however,
make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon
the cessation of the cause, diligently pursue performance of its obligations under this Contract.
28. NO WAIVER. The failure of Owner to enforce any provision of this Contract shall not constitute a
waiver by Owner of that or any other provision.
29. NOTICE; PARTIES’ REPRESENTATIVES. Except as otherwise expressly provided in this
Contract, any notices to be given hereunder shall be given in writing by personal delivery, facsimile,
or mailing the same, postage prepaid, to Architect or Owner at the address or number set forth below,
or to such other addresses or numbers as either Party may hereafter indicate pursuant to this Section.
Any notice so addressed and mailed, shall be deemed to be given five (5) calendar days after the date
of mailing. Any notice delivered by facsimile shall be deemed to be given when receipt of the
transmission is generated by the transmitting machine. To be effective against Owner, such facsimile
transmission must be confirmed by telephone notice to Owner’s Representative named below. Any
notice by personal delivery shall be deemed to be given when actually delivered. Regular, day-to-
day communications between the Parties may be transmitted through one of the methods set forth
above, in person, by telephone, by e-mail, or by other similar electronic transmission.
Representatives for Architect and Owner for purposes of notice and for other specific purposes
provided for under this Contract are [list names, addresses, telephones for Architect and Owner]
30. CONFIDENTIALITY. Architect shall maintain the confidentiality of information of Owner, unless
withholding such information would violate the law, create the risk of significant harm to the public
or prevent Architect from establishing a claim or defense in an adjudicatory proceeding. Architect
shall require the Consultants to execute similar agreements to maintain the confidentiality of
information of Owner.
31. CONFLICT OF INTEREST. Except with Owner’s prior written consent, Architect shall not engage
in any activity, or accept any employment, interest, or contribution that would or would reasonably
appear to compromise Architect’s professional judgment with respect to this Project, including
without limitation, concurrent employment on any project in direct competition with the Project, and
will provide copies of any such agreements within ten (10) days of the full execution of such
agreements.
32. SURVIVAL. All rights and obligations shall cease upon termination or expiration of this Contract,
except for the rights and obligations set forth in Sections 2, “Architect’s Standard of Care”; 12,
“Indemnity”; 13, “Limitation of Liabilities”; 14, “Ownership and Use of Work Product of
Architect”; 18, “Termination of Contract; Non- availability of Funds”; 23, “Governing Law;
Venue; Consent to Jurisdiction”; 25, “Access to Records”; 30, “Confidentiality”; and 32,
“Survival.”
33. COUNTERPARTS. This Contract may be executed in several counterparts, all of which when taken
together shall constitute one agreement binding on all Parties, notwithstanding that all Parties are not
signatories to the same counterpart. Each copy of the Contract so executed shall constitute an
original.
34. MERGER CLAUSE. THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTE THE
ENTIRE CONTRACT BETWEEN THE PARTIES ON THE SUBJECT MATTER HEREOF.
THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, ORAL OR
WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS CONTRACT. NO AMENDMENT,
CONSENT, OR WAIVER OF TERMS OF THIS CONTRACT SHALL BIND EITHER PARTY
UNLESS IN WRITING AND SIGNED BY ALL PARTIES. ANY SUCH
AMENDMENT, CONSENT, OR WAIVER SHALL BE EFFECTIVE ONLY IN THE SPECIFIED
INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. ARCHITECT, BY THE SIGNATURE
BELOW OF ITS AUTHORIZED REPRESENTATIVE, ACKNOWLEDGES HAVING READ
AND UNDERSTOOD THIS CONTRACT AND ARCHITECT AGREES TO BE BOUND BY ITS
TERMS AND CONDITIONS.
IN WITNESS HEREOF, the parties have duly executed this Contract as of the Effective Date.
Vendor Name, Architect
The University of Oregon, Owner
Print Name: _____________________________
Signature: _______________________________
Title: ___________________________________
Date: ___________________________________
Print Name: [Jamie Moffitt]
Signature: _______________________________
Title: [VP Finance and Administration, CFO]
Date: ___________________________________
EXHIBIT 1
ARCHITECT’S AND CONSULTANTS KEY PERSONNEL
Key Personnel
Principal:
Senior Architectural Designer:
Architectural Designer:
Urban Designer:
Senior Project Manager:
Project Manager:
Production Personnel/Project Architect:
Senior Interior Designer:
Interior Designer:
Clerical:
Consultants
Structural:
Mechanical, Electrical, Security, A/V:
Civil:
Landscape Architects:
EXHIBIT 2
SCHEDULE OF CHARGES
(Per Hour)
[Architect]
Partner: $
Project Manager: $
Architect/Designer $
Clerical Support $
Etc…………..
[Engineer]
Manager: $
Engineer: $
Designer: $
Clerical: $
Etc………..
Document B101TM – 201
7
Standard Form of Agreement Between Owner and Architect
AIA Document B101™ – 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING:
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Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document,
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This document has important
legal consequences.
Consultation with an attorney
is encouraged with respect to
its completion or modification.
ELECTRONIC COPYING of any
portion of this AIA® Document
to another electronic file is
prohibited and constitutes a
violation of copyright laws as
set forth in the footer of this
document.
AGREEMENT made as of the day of in the year
(In words, indicate day, month and year.)
BETWEEN the Architect’s client identified as the Owner:
(Name, legal status, address and other information)
and the Architect:
(Name, legal status, address and other information)
for the following Project:
(Name, location and detailed description)
The Owner and Architect agree as follows.
AIA Document B101™ – 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017 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 draft
was produced by AIA software at 12:38:34 on 02/07/2018 under Order No. 1129848137 which expires on 11/29/2018, and is not for resale.
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TABLE OF ARTICLES
1 INITIAL INFORMATION
2 ARCHITECT’S RESPONSIBILITIES
3 SCOPE OF ARCHITECT’S BASIC SERVICES
4 SUPPLEMENTAL AND 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 1.1.
(For each item in this section, insert the information or a statement such as “not applicable” or “unknown at time
of execution.”)
§ 1.1.1 The Owner’s program for the Project:
(Insert the Owner’s program, identify documentation that establishes the Owner’s program, or state the manner in
which the program will be developed.)
§ 1.1.2 The Project’s physical characteristics:
(Identify or describe pertinent information about the Project’s physical characteristics, such as size; location;
dimensions; geotechnical reports; site boundaries; topographic surveys; traffic and utility studies; availability of
public and private utilities and services; legal description of the site, etc.)
§ 1.1.3 The Owner’s budget for the Cost of the Work, as defined in Section 6.1:
(Provide total and, if known, a line item breakdown.)
§ 1.1.4 The Owner’s anticipated design and construction milestone dates:
.1 Design phase milestone dates, if any:
AIA Document B101™ – 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017 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,
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.2 Construction commencement date:
.3 Substantial Completion date or dates:
.4 Other milestone dates:
§ 1.1.5 The Owner intends the following procurement and delivery method for the Project:
(Identify method such as competitive bid or negotiated contract, as well as any requirements for accelerated or fast-
track design and construction, multiple bid packages, or phased construction.)
§ 1.1.6 The Owner’s anticipated Sustainable Objective for the Project:
(Identify and describe the Owner’s Sustainable Objective for the Project, if any.)
§ 1.1.6.1 If the Owner identifies a Sustainable Objective, the Owner and Architect shall complete and incorporate
AIA Document E204™–2017, Sustainable Projects Exhibit, into this Agreement to define the terms, conditions and
services related to the Owner’s Sustainable Objective. If E204–2017 is incorporated into this agreement, the Owner
and Architect shall incorporate the completed E204–2017 into the agreements with the consultants and contractors
performing services or Work in any way associated with the Sustainable Objective.
§ 1.1.7 The Owner identifies the following representative in accordance with Section 5.3:
(List name, address, and other contact information.)
§ 1.1.8 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 contact information.)
§ 1.1.9 The Owner shall retain the following consultants and contractors:
(List name, legal status, address, and other contact information.)
.1 Geotechnical Engineer:
AIA Document B101™ – 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING:
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.2 Civil Engineer:
.3 Other, if any:
(List any other consultants and contractors retained by the Owner.)
§ 1.1.10 The Architect identifies the following representative in accordance with Section 2.3:
(List name, address, and other contact information.)
§ 1.1.11 The Architect shall retain the consultants identified in Sections 1.1.11.1 and 1.1.11.2:
(List name, legal status, address, and other contact information.)
§ 1.1.11.1 Consultants retained under Basic Services:
.1 Structural Engineer:
.2 Mechanical Engineer:
.3 Electrical Engineer:
§ 1.1.11.2 Consultants retained under Supplemental Services:
§ 1.1.12 Other Initial Information on which the Agreement is based:
AIA Document B101™ – 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING:
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§ 1.2 The Owner and Architect may rely on the Initial Information. Both parties, however, recognize that the Initial
Information may materially change and, in that event, the Owner and the Architect shall appropriately adjust the
Architect’s services, schedule for the Architect’s services, and the Architect’s compensation. The Owner shall adjust
the Owner’s budget for the Cost of the Work and the Owner’s anticipated design and construction milestones, as
necessary, to accommodate material changes in the Initial Information.
§ 1.3 The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any
other information or documentation in digital form. The parties will use AIA Document E203™–2013, Building
Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission,
and exchange of digital data.
§ 1.3.1 Any use of, or reliance on, all or a portion of a building information model without agreement to protocols
governing the use of, and reliance on, the information contained in the model and without having those protocols set
forth in AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, and the requisite
AIA Document G202™–2013, Project Building Information Modeling Protocol Form, shall be at the using or
relying party’s sole risk and without liability to the other party and its contractors or consultants, the authors of, or
contributors to, the building information model, and each of their agents and employees.
ARTICLE 2 ARCHITECT’S RESPONSIBILITIES
§ 2.1 The Architect shall provide professional services as set forth in this Agreement. The Architect represents that it
is properly licensed in the jurisdiction where the Project is located to provide the services required by this
Agreement, or shall cause such services to be performed by appropriately licensed design professionals.
§ 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.
§ 2.3 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the
Project.
§ 2.4 Except with the Owner’s knowledge and consent, the Architect shall not engage in any activity, or accept any
employment, interest or contribution that would reasonably appear to compromise the Architect’s professional
judgment with respect to this Project.
§ 2.5 The Architect shall maintain the following insurance until termination of this Agreement. If any of the
requirements set forth below are in addition to the types and limits the Architect normally maintains, the Owner
shall pay the Architect as set forth in Section 11.9.
§ 2.5.1 Commercial General Liability with policy limits of not less than ($ ) for each occurrence and ($ ) in
the aggregate for bodily injury and property damage.
§ 2.5.2 Automobile Liability covering vehicles owned, and non-owned vehicles used, by the Architect with policy
limits of not less than ($ ) per accident for bodily injury, death of any person, and property damage arising out of
the ownership, maintenance and use of those motor vehicles, along with any other statutorily required automobile
coverage.
§ 2.5.3 The Architect may achieve the required limits and coverage for Commercial General Liability and
Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided such
primary and excess or umbrella liability insurance policies result in the same or greater coverage as the coverages
required under Sections 2.5.1 and 2.5.2, and in no event shall any excess or umbrella liability insurance provide
narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying
limits only through the actual payment by the underlying insurers.
AIA Document B101™ – 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017 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 draft
was produced by AIA software at 12:38:34 on 02/07/2018 under Order No. 1129848137 which expires on 11/29/2018, and is not for resale.
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§ 2.5.4 Workers’ Compensation at statutory limits.
§ 2.5.5 Employers’ Liability with policy limits not less than ($ ) each accident, ($ ) each employee, and ($
) policy limit.
§ 2.5.6 Professional Liability covering negligent acts, errors and omissions in the performance of professional
services with policy limits of not less than ($ ) per claim and ($ ) in the aggregate.
§ 2.5.7 Additional Insured Obligations. To the fullest extent permitted by law, the Architect shall cause the primary
and excess or umbrella polices for Commercial General Liability and Automobile Liability to include the Owner as
an additional insured for claims caused in whole or in part by the Architect’s negligent acts or omissions. The
additional insured coverage shall be primary and non-contributory to any of the Owner’s insurance policies and shall
apply to both ongoing and completed operations.
§ 2.5.8 The Architect shall provide certificates of insurance to the Owner that evidence compliance with the
requirements in this Section 2.5.
ARTICLE 3 SCOPE OF ARCHITECT’S BASIC SERVICES
§ 3.1 The Architect’s Basic Services consist of those described in this Article 3 and include usual and customary
structural, mechanical, and electrical engineering services. Services not set forth in this Article 3 are Supplemental
or Additional Services.
§ 3.1.1 The Architect shall manage the Architect’s services, research applicable design criteria, attend Project
meetings, communicate with members of the Project team, and report progress to the Owner.
§ 3.1.2 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, and shall not be responsible for, the accuracy, completeness,
and timeliness 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 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. 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 or given without the Architect’s written approval.
§ 3.1.5 The Architect shall contact governmental authorities required to approve the Construction Documents and
entities providing utility services to the Project. The Architect shall respond to applicable design requirements
imposed by those authorities and entities.
§ 3.1.6 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.
§ 3.2 Schematic Design Phase Services
§ 3.2.1 The Architect shall review the program and other information furnished by the Owner, and shall review laws,
codes, and regulations applicable to the Architect’s services.
§ 3.2.2 The Architect shall prepare a preliminary evaluation of the Owner’s program, schedule, budget for the Cost
of the Work, Project site, the proposed procurement and 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
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inconsistencies discovered in the information, and (2) other information or consulting services that may be
reasonably needed for the Project.
§ 3.2.3 The Architect shall present its preliminary evaluation to the Owner and shall discuss with the Owner
alternative approaches to design and construction of the Project. The Architect shall reach an understanding with the
Owner regarding the requirements of the Project.
§ 3.2.4 Based on the Project requirements agreed upon with the Owner, the Architect shall prepare and present, for
the Owner’s approval, a preliminary design illustrating the scale and relationship of the Project components.
§ 3.2.5 Based on the Owner’s approval of the preliminary design, the Architect shall prepare Schematic Design
Documents for the Owner’s approval. The Schematic Design Documents shall consist of drawings and other
documents including a site plan, if appropriate, and preliminary building plans, sections and elevations; and may
include some combination of study models, perspective sketches, or digital representations. Preliminary selections
of major building systems and construction materials shall be noted on the drawings or described in writing.
§ 3.2.5.1 The Architect shall consider sustainable design alternatives, such as material choices and building
orientation, together with other considerations based on program and aesthetics, in developing a design that is
consistent with the Owner’s program, schedule and budget for the Cost of the Work. The Owner may obtain more
advanced sustainable design services as a Supplemental Service under Section 4.1.1.
§ 3.2.5.2 The Architect shall consider the value of alternative materials, building systems and equipment, together
with other considerations based on program and aesthetics, in developing a design for the Project that is consistent
with the Owner’s program, schedule, and budget for the Cost of the Work.
§ 3.2.6 The Architect shall submit to the Owner an estimate of the Cost of the Work prepared in accordance with
Section 6.3.
§ 3.2.7 The Architect shall submit the Schematic Design Documents to the Owner, and request the Owner’s
approval.
§ 3.3 Design Development Phase Services
§ 3.3.1 Based on the Owner’s approval of the Schematic Design Documents, and on the Owner’s authorization of
any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare
Design Development Documents for the Owner’s approval. The Design Development Documents shall illustrate and
describe the development of the approved Schematic Design Documents and shall consist of drawings and other
documents including plans, sections, elevations, typical construction details, and diagrammatic layouts of building
systems to fix and describe the size and character of the Project as to architectural, structural, mechanical and
electrical systems, and other appropriate elements. The Design Development Documents shall also include outline
specifications that identify major materials and systems and establish, in general, their quality levels.
§ 3.3.2 The Architect shall update the estimate of the Cost of the Work prepared in accordance with Section 6.3.
§ 3.3.3 The Architect shall submit the Design Development Documents to the Owner, advise the Owner of any
adjustments to the estimate of the Cost of the Work, and request the Owner’s approval.
§ 3.4 Construction Documents Phase Services
§ 3.4.1 Based on the Owner’s approval of the Design Development Documents, and on the Owner’s authorization of
any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare
Construction Documents for the Owner’s approval. The Construction Documents shall illustrate and describe the
further development of the approved Design Development Documents and shall consist of Drawings and
Specifications setting forth in detail the quality levels and performance criteria of materials and systems and other
requirements for the construction of the Work. The Owner and Architect acknowledge that, in order to perform the
Work, the Contractor will provide additional information, including Shop Drawings, Product Data, Samples and
other similar submittals, which the Architect shall review in accordance with Section 3.6.4.
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§ 3.4.2 The Architect shall incorporate the design requirements of governmental authorities having jurisdiction over
the Project into the Construction Documents.
§ 3.4.3 During the development of the Construction Documents, the Architect shall assist the Owner in the
development and preparation of (1) procurement information that describes the time, place, and conditions of
bidding, including bidding or proposal forms; (2) the form of agreement between the Owner and Contractor; and (3)
the Conditions of the Contract for Construction (General, Supplementary and other Conditions). The Architect shall
also compile a project manual that includes the Conditions of the Contract for Construction and Specifications, and
may include bidding requirements and sample forms.
§ 3.4.4 The Architect shall update the estimate for the Cost of the Work prepared in accordance with Section 6.3.
§ 3.4.5 The Architect shall submit the Construction Documents to the Owner, advise the Owner of any adjustments
to the estimate of the Cost of the Work, take any action required under Section 6.5, and request the Owner’s
approval.
§ 3.5 Procurement Phase Services
§ 3.5.1 General
The Architect shall assist the Owner in establishing a list of prospective contractors. Following the Owner’s
approval of the Construction Documents, the Architect shall assist the Owner in (1) obtaining either competitive
bids or negotiated proposals; (2) confirming responsiveness of bids or proposals; (3) determining the successful bid
or proposal, if any; and, (4) awarding and preparing contracts for construction.
§ 3.5.2 Competitive Bidding
§ 3.5.2.1 Bidding Documents shall consist of bidding requirements and proposed Contract Documents.
§ 3.5.2.2 The Architect shall assist the Owner in bidding the Project by:
.1 facilitating the distribution of Bidding Documents to prospective bidders;
.2 organizing and conducting a pre-bid conference for prospective bidders;
.3 preparing responses to questions from prospective bidders and providing clarifications and
interpretations of the Bidding Documents to the prospective bidders in the form of addenda; and,
.4 organizing and conducting the opening of the bids, and subsequently documenting and distributing the
bidding results, as directed by the Owner.
§ 3.5.2.3 If the Bidding Documents permit substitutions, upon the Owner’s written authorization, the Architect shall,
as an Additional Service, consider requests for substitutions and prepare and distribute addenda identifying approved
substitutions to all prospective bidders.
§ 3.5.3 Negotiated Proposals
§ 3.5.3.1 Proposal Documents shall consist of proposal requirements and proposed Contract Documents.
§ 3.5.3.2 The Architect shall assist the Owner in obtaining proposals by:
.1 facilitating the distribution of Proposal Documents for distribution to prospective contractors and
requesting their return upon completion of the negotiation process;
.2 organizing and participating in selection interviews with prospective contractors;
.3 preparing responses to questions from prospective contractors and providing clarifications and
interpretations of the Proposal Documents to the prospective contractors in the form of addenda; and,
.4 participating in negotiations with prospective contractors, and subsequently preparing a summary
report of the negotiation results, as directed by the Owner.
§ 3.5.3.3 If the Proposal Documents permit substitutions, upon the Owner’s written authorization, the Architect shall,
as an Additional Service, consider requests for substitutions and prepare and distribute addenda identifying approved
substitutions to all prospective contractors.
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§ 3.6 Construction Phase Services
§ 3.6.1 General
§ 3.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set
forth below and in AIA Document A201™–2017, General Conditions of the Contract for Construction. If the Owner
and Contractor modify AIA Document A201–2017, those modifications shall not affect the Architect’s services
under this Agreement unless the Owner and the Architect amend this Agreement.
§ 3.6.1.2 The Architect shall advise and consult with the Owner during the Construction Phase Services. The
Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The
Architect shall not have control over, charge of, or responsibility for the construction means, methods, techniques,
sequences or procedures, or for safety precautions and programs in connection with the Work, nor shall the
Architect be responsible for the Contractor’s failure to perform the Work in accordance with the requirements of the
Contract Documents. The Architect shall be responsible for the Architect’s negligent acts or omissions, but shall not
have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other
persons or entities performing portions of the Work.
§ 3.6.1.3 Subject to Section 4.2 and except as provided in Section 3.6.6.5, the Architect’s responsibility to provide
Construction Phase Services commences with the award of the Contract for Construction and terminates on the date
the Architect issues the final Certificate for Payment.
§ 3.6.2 Evaluations of the Work
§ 3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise
required in Section 4.2.3, to become generally familiar with the progress and quality of the portion of the Work
completed, and to determine, in general, if the Work observed is being performed in a manner indicating that the
Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect shall not
be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On
the basis of the site visits, the Architect shall keep the Owner reasonably informed about the progress and quality of
the portion of the Work completed, and promptly report to the Owner (1) known deviations from the Contract
Documents, (2) known deviations from the most recent construction schedule submitted by the Contractor, and (3)
defects and deficiencies observed in the Work.
§ 3.6.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents. Whenever
the Architect considers it necessary or advisable, the Architect shall have the authority to require inspection or
testing of the Work in accordance with the provisions of the Contract Documents, whether or not the Work is
fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith
either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the
Contractor, Subcontractors, suppliers, their agents or employees, or other persons or entities performing portions of
the Work.
§ 3.6.2.3 The Architect shall interpret and decide matters concerning performance under, and requirements of, the
Contract Documents on written request of either the Owner or Contractor. The Architect’s response to such requests
shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness.
§ 3.6.2.4 Interpretations and decisions of the Architect shall be consistent with the intent of, and reasonably inferable
from, the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations
and decisions, the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not
show partiality to either, and shall not be liable for results of interpretations or decisions rendered in good faith. The
Architect’s decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the
Contract Documents.
§ 3.6.2.5 Unless the Owner and Contractor designate another person to serve as an Initial Decision Maker, as that
term is defined in AIA Document A201–2017, the Architect shall render initial decisions on Claims between the
Owner and Contractor as provided in the Contract Documents.
§ 3.6.3 Certificates for Payment to Contractor
§ 3.6.3.1 The Architect shall review and certify the amounts due the Contractor and shall issue certificates in such
amounts. The Architect’s certification for payment shall constitute a representation to the Owner, based on the
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Architect’s evaluation of the Work as provided in Section 3.6.2 and on the data comprising the Contractor’s
Application for Payment, that, to the best of the Architect’s knowledge, information and belief, the Work has
progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and that the
Contractor is entitled to payment in the amount certified. The foregoing representations are subject to (1) an
evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, (2) results of
subsequent tests and inspections, (3) correction of minor deviations from the Contract Documents prior to
completion, and (4) specific qualifications expressed by the Architect.
§ 3.6.3.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made
exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction
means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from
Subcontractors and suppliers and other data requested by the Owner to substantiate the Contractor’s right to
payment, or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of
the Contract Sum.
§ 3.6.3.3 The Architect shall maintain a record of the Applications and Certificates for Payment.
§ 3.6.4 Submittals
§ 3.6.4.1 The Architect shall review the Contractor’s submittal schedule and shall not unreasonably delay or withhold
approval of the schedule. The Architect’s action in reviewing submittals shall be taken in accordance with the
approved submittal schedule or, in the absence of an approved submittal schedule, with reasonable promptness while
allowing sufficient time, in the Architect’s professional judgment, to permit adequate review.
§ 3.6.4.2 The Architect shall review and approve, or take other appropriate action upon, the Contractor’s submittals
such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance
with information given and the design concept expressed in the Contract Documents. Review of such submittals is
not for the purpose of determining the accuracy and completeness of other information such as dimensions,
quantities, and installation or performance of equipment or systems, which are the Contractor’s responsibility. The
Architect’s review shall not constitute approval of safety precautions or construction means, methods, techniques,
sequences or procedures. The Architect’s approval of a specific item shall not indicate approval of an assembly of
which the item is a component.
§ 3.6.4.3 If the Contract Documents specifically require the Contractor to provide professional design services or
certifications by a design professional related to systems, materials, or equipment, the Architect shall specify the
appropriate performance and design criteria that such services must satisfy. The Architect shall review and take
appropriate action on Shop Drawings and other submittals related to the Work designed or certified by the
Contractor’s design professional, provided the submittals bear such professional’s seal and signature when
submitted to the Architect. The Architect’s review shall be for the limited purpose of checking for conformance with
information given and the design concept expressed in the Contract Documents. The Architect shall be entitled to
rely upon, and shall not be responsible for, the adequacy and accuracy of the services, certifications, and approvals
performed or provided by such design professionals.
§ 3.6.4.4 Subject to Section 4.2, the Architect shall review and respond to requests for information about the Contract
Documents. The Architect shall set forth, in the Contract Documents, the requirements for requests for information.
Requests for information shall include, at a minimum, a detailed written statement that indicates the specific
Drawings or Specifications in need of clarification and the nature of the clarification requested. The Architect’s
response to such requests shall be made in writing within any time limits agreed upon, or otherwise with reasonable
promptness. If appropriate, the Architect shall prepare and issue supplemental Drawings and Specifications in
response to the requests for information.
§ 3.6.4.5 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in
accordance with the requirements of the Contract Documents.
§ 3.6.5 Changes in the Work
§ 3.6.5.1 The Architect may order minor changes in the Work that are consistent with the intent of the Contract
Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. Subject to
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Section 4.2, the Architect shall prepare Change Orders and Construction Change Directives for the Owner’s
approval and execution in accordance with the Contract Documents.
§ 3.6.5.2 The Architect shall maintain records relative to changes in the Work.
§ 3.6.6 Project Completion
§ 3.6.6.1 The Architect shall:
.1 conduct inspections to determine the date or dates of Substantial Completion and the date of final
completion;
.2 issue Certificates of Substantial Completion;
.3 forward to the Owner, for the Owner’s review and records, written warranties and related documents
required by the Contract Documents and received from the Contractor; and,
.4 issue a final Certificate for Payment based upon a final inspection indicating that, to the best of the
Architect’s knowledge, information, and belief, the Work complies with the requirements of the
Contract Documents.
§ 3.6.6.2 The Architect’s inspections shall be conducted with the Owner to check conformance of the Work with the
requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the
Contractor of Work to be completed or corrected.
§ 3.6.6.3 When Substantial Completion has been achieved, the Architect shall inform the Owner about the balance of
the Contract Sum remaining to be paid the Contractor, including the amount to be retained from the Contract Sum, if
any, for final completion or correction of the Work.
§ 3.6.6.4 The Architect shall forward to the Owner the following information received from the Contractor: (1)
consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment; (2)
affidavits, receipts, releases and waivers of liens, or bonds indemnifying the Owner against liens; and (3) any other
documentation required of the Contractor under the Contract Documents.
§ 3.6.6.5 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion,
the Architect shall, without additional compensation, conduct a meeting with the Owner to review the facility
operations and performance.
ARTICLE 4 SUPPLEMENTAL AND ADDITIONAL SERVICES
§ 4.1 Supplemental Services
§ 4.1.1 The services listed below are not included in Basic Services but may be required for the Project. The
Architect shall provide the listed Supplemental Services only if specifically designated in the table below as the
Architect’s responsibility, and the Owner shall compensate the Architect as provided in Section 11.2. Unless
otherwise specifically addressed in this Agreement, if neither the Owner nor the Architect is designated, the parties
agree that the listed Supplemental Service is not being provided for the Project.
(Designate the Architect’s Supplemental Services and the Owner’s Supplemental Services required for the Project
by indicating whether the Architect or Owner shall be responsible for providing the identified Supplemental Service.
Insert a description of the Supplemental Services in Section 4.1.2 below or attach the description of services as an
exhibit to this Agreement.)
Supplemental Services Responsibility
(Architect, Owner, or not provided)
§ 4.1.1.1 Programming
§ 4.1.1.2 Multiple preliminary designs
§ 4.1.1.3 Measured drawings
§ 4.1.1.4 Existing facilities surveys
§ 4.1.1.5 Site evaluation and planning
§ 4.1.1.6 Building Information Model management
responsibilities
§ 4.1.1.7 Development of Building Information Models for
post construction use
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§ 4.1.1.8 Civil engineering
§ 4.1.1.9 Landscape design
§ 4.1.1.10 Architectural interior design
§ 4.1.1.11 Value analysis
§ 4.1.1.12 Detailed cost estimating beyond that required
in Section 6.3
§ 4.1.1.13 On-site project representation
§ 4.1.1.14 Conformed documents for construction
§ 4.1.1.15 As-designed record drawings
§ 4.1.1.16 As-constructed record drawings
§ 4.1.1.17 Post-occupancy evaluation
§ 4.1.1.18 Facility support services
§ 4.1.1.19 Tenant-related services
§ 4.1.1.20 Architect’s coordination of the Owner’s
consultants
§ 4.1.1.21 Telecommunications/data design
§ 4.1.1.22 Security evaluation and planning
§ 4.1.1.23 Commissioning
§ 4.1.1.24 Sustainable Project Services pursuant to Section
4.1.3
§ 4.1.1.25 Fast-track design services
§ 4.1.1.26 Multiple bid packages
§ 4.1.1.27 Historic preservation
§ 4.1.1.28 Furniture, furnishings, and equipment design
§ 4.1.1.29 Other services provided by specialty Consultants
§ 4.1.1.30 Other Supplemental Services
§ 4.1.2 Description of Supplemental Services
§ 4.1.2.1 A description of each Supplemental Service identified in Section 4.1.1 as the Architect’s responsibility is
provided below.
(Describe in detail the Architect’s Supplemental Services identified in Section 4.1.1 or, if set forth in an exhibit,
identify the exhibit. The AIA publishes a number of Standard Form of Architect’s Services documents that can be
included as an exhibit to describe the Architect’s Supplemental Services.)
§ 4.1.2.2 A description of each Supplemental Service identified in Section 4.1.1 as the Owner’s responsibility is
provided below.
(Describe in detail the Owner’s Supplemental Services identified in Section 4.1.1 or, if set forth in an exhibit,
identify the exhibit.)
§ 4.1.3 If the Owner identified a Sustainable Objective in Article 1, the Architect shall provide, as a Supplemental
Service, the Sustainability Services required in AIA Document E204™–2017, Sustainable Projects Exhibit, attached
to this Agreement. The Owner shall compensate the Architect as provided in Section 11.2.
§ 4.2 Architect’s Additional Services
The Architect may provide Additional Services after execution of this Agreement without invalidating the
Agreement. Except for services required due to the fault of the Architect, any Additional Services provided in
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accordance with this Section 4.2 shall entitle the Architect to compensation pursuant to Section 11.3 and an
appropriate adjustment in the Architect’s schedule.
§ 4.2.1 Upon recognizing the need to perform the following Additional Services, the Architect shall notify the Owner
with reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not
proceed to provide the following Additional Services until the Architect receives the Owner’s written authorization:
.1 Services necessitated by a change in the Initial Information, previous instructions or approvals given
by the Owner, or a material change in the Project including size, quality, complexity, the Owner’s
schedule or budget for Cost of the Work, or procurement or delivery method;
.2 Services necessitated by the enactment or revision of codes, laws, or regulations, including changing or
editing previously prepared Instruments of Service;
.3 Changing or editing previously prepared Instruments of Service necessitated by official interpretations
of applicable codes, laws or regulations that are either (a) contrary to specific interpretations by the
applicable authorities having jurisdiction made prior to the issuance of the building permit, or (b)
contrary to requirements of the Instruments of Service when those Instruments of Service were
prepared in accordance with the applicable standard of care;
.4 Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure of
performance on the part of the Owner or the Owner’s consultants or contractors;
.5 Preparing digital models or other design documentation for transmission to the Owner’s consultants
and contractors, or to other Owner-authorized recipients;
.6 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner;
.7 Preparation for, and attendance at, a public presentation, meeting or hearing;
.8 Preparation for, and attendance at, a dispute resolution proceeding or legal proceeding, except where
the Architect is party thereto;
.9 Evaluation of the qualifications of entities providing bids or proposals;
.10 Consultation concerning replacement of Work resulting from fire or other cause during construction;
or,
.11 Assistance to the Initial Decision Maker, if other than the Architect.
§ 4.2.2 To avoid delay in the Construction Phase, the Architect shall provide the following Additional Services,
notify the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the need. If,
upon receipt of the Architect’s notice, the Owner determines that all or parts of the services are not required, the
Owner shall give prompt written notice to the Architect of the Owner’s determination. The Owner shall compensate
the Architect for the services provided prior to the Architect’s receipt of the Owner’s notice.
.1 Reviewing a Contractor’s submittal out of sequence from the submittal schedule approved by the
Architect;
.2 Responding to the Contractor’s requests for information that are not prepared in accordance with the
Contract Documents or where such information is available to the Contractor from a careful study
and comparison of the Contract Documents, field conditions, other Owner-provided information,
Contractor-prepared coordination drawings, or prior Project correspondence or documentation;
.3 Preparing Change Orders and Construction Change Directives that require evaluation of Contractor’s
proposals and supporting data, or the preparation or revision of Instruments of Service;
.4 Evaluating an extensive number of Claims as the Initial Decision Maker; or,
.5 Evaluating substitutions proposed by the Owner or Contractor and making subsequent revisions to
Instruments of Service resulting therefrom.
§ 4.2.3 The Architect shall provide Construction Phase Services exceeding the limits set forth below as Additional
Services. When the limits below are reached, the Architect shall notify the Owner:
.1 ( ) reviews of each Shop Drawing, Product Data item, sample and similar submittals of the
Contractor
.2 ( ) visits to the site by the Architect during construction
.3 ( ) inspections for any portion of the Work to determine whether such portion of the Work is
substantially complete in accordance with the requirements of the Contract Documents
.4 ( ) inspections for any portion of the Work to determine final completion.
§ 4.2.4 Except for services required under Section 3.6.6.5 and those services that do not exceed the limits set forth in
Section 4.2.3, Construction Phase Services provided more than 60 days after (1) the date of Substantial Completion
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of the Work or (2) the initial date of Substantial Completion identified in the agreement between the Owner and
Contractor, whichever is earlier, shall be compensated as Additional Services to the extent the Architect incurs
additional cost in providing those Construction Phase Services.
§ 4.2.5 If the services covered by this Agreement have not been completed within ( ) months of the date of this
Agreement, through no fault of the Architect, extension of the Architect’s services beyond that time shall be
compensated as Additional Services.
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.
§ 5.2 The Owner shall establish the Owner’s budget for the Project, including (1) the budget for the Cost of the Work
as defined in Section 6.1; (2) the Owner’s other costs; and, (3) reasonable contingencies related to all of these costs.
The Owner shall update the Owner’s budget for the Project as necessary throughout the duration of the Project until
final completion. If the Owner significantly increases or decreases the Owner’s budget for the Cost of the Work, the
Owner shall notify the Architect. The Owner and the Architect shall thereafter agree to a corresponding change in
the Project’s scope and quality.
§ 5.3 The Owner shall identify a representative authorized to act on the Owner’s behalf with respect to the Project.
The Owner shall render decisions and approve the Architect’s submittals in a timely manner in order to avoid
unreasonable delay in the orderly and sequential progress of the Architect’s services.
§ 5.4 The Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for
the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as
applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands;
adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and
contours of the site; locations, dimensions, and other necessary data with respect to existing buildings, other
improvements and trees; and information concerning available utility services and lines, both public and private,
above and below grade, including inverts and depths. All the information on the survey shall be referenced to a
Project benchmark.
§ 5.5 The Owner shall furnish services of geotechnical engineers, which may include test borings, test pits,
determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation,
ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with
written reports and appropriate recommendations.
§ 5.6 The Owner shall provide the Supplemental Services designated as the Owner’s responsibility in Section 4.1.1.
§ 5.7 If the Owner identified a Sustainable Objective in Article 1, the Owner shall fulfill its responsibilities as
required in AIA Document E204™–2017, Sustainable Projects Exhibit, attached to this Agreement.
§ 5.8 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 furnish the services of consultants other than those designated
as the responsibility of the Architect in this Agreement, or authorize the Architect to furnish them as an Additional
Service, when the Architect requests such services and demonstrates that they are reasonably required by the scope
of the Project. The Owner shall require that its consultants and contractors maintain insurance, including
professional liability insurance, as appropriate to the services or work provided.
§ 5.9 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.
§ 5.10 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.
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§ 5.11 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.
§ 5.12 The Owner shall include the Architect in all communications with the Contractor that relate to or affect the
Architect’s services or professional responsibilities. The Owner shall promptly notify the Architect of the substance
of any direct communications between the Owner and the Contractor otherwise relating to the Project.
Communications by and with the Architect’s consultants shall be through the Architect.
§ 5.13 Before executing the 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.
§ 5.14 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.
§ 5.15 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.
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 also includes the reasonable value of labor, materials, and equipment,
donated to, or otherwise furnished by, the Owner. The Cost of the Work does not include the compensation of the
Architect; the costs of the land, rights-of-way, financing, or 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 shall 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 of
the Work, and the preliminary estimate of the Cost of the Work and updated estimates of 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 In 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 recommend reasonable adjustments in the program
and scope of the Project; and to include design alternates as may be necessary to adjust the estimated Cost of the
Work to meet the Owner’s budget. The Architect’s estimate of the Cost of the Work shall be based on current area,
volume or similar conceptual estimating techniques. If the Owner requires a detailed estimate of the Cost of the
Work, the Architect shall provide such an estimate, if identified as the Architect’s responsibility in Section 4.1.1, as
a Supplemental Service.
§ 6.4 If, through no fault of the Architect, the Procurement Phase has not commenced within 90 days after the
Architect submits the Construction Documents to the Owner, 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 the Architect’s estimate of the Cost of the Work 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
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.1 give written approval of an increase in the budget for the Cost of the Work;
.2 authorize rebidding or renegotiating of the Project within a reasonable time;
.3 terminate in accordance with Section 9.5;
.4 in consultation with the Architect, revise the Project program, scope, or quality as required to reduce
the Cost of the Work; or,
.5 implement any other mutually acceptable alternative.
§ 6.7 If the Owner chooses to proceed under Section 6.6.4, the Architect shall 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. If the Owner requires the Architect to
modify the Construction Documents because the lowest bona fide bid or negotiated proposal exceeds the Owner’s
budget for the Cost of the Work due to market conditions the Architect could not reasonably anticipate, the Owner
shall compensate the Architect for the modifications as an Additional Service pursuant to Section 11.3; otherwise
the Architect’s services for modifying the Construction Documents shall be without additional compensation. In any
event, the Architect’s modification of the Construction Documents shall be the limit of the Architect’s responsibility
under this Article 6.
ARTICLE 7 COPYRIGHTS AND LICENSES
§ 7.1 The Architect and the Owner warrant that in transmitting Instruments of Service, or any other information, the
transmitting party is the copyright owner of such information or has permission from the copyright owner to
transmit such information for its use on the Project.
§ 7.2 The Architect and the Architect’s consultants shall be deemed the authors and owners of their respective
Instruments of Service, including the Drawings and Specifications, and shall retain all common law, statutory and
other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official
regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication
in derogation of the reserved rights of the Architect and the Architect’s consultants.
§ 7.3 The Architect grants to the Owner a nonexclusive license to use the Architect’s Instruments of Service solely
and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, provided that the
Owner substantially performs its obligations under this Agreement, including prompt payment of all sums due
pursuant to Article 9 and Article 11. The Architect shall obtain similar nonexclusive licenses from the Architect’s
consultants consistent with this Agreement. The license granted under this section permits the Owner to authorize
the Contractor, Subcontractors, Sub-subcontractors, and suppliers, as well as the Owner’s consultants and separate
contractors, to reproduce applicable portions of the Instruments of Service, subject to any protocols established
pursuant to Section 1.3, solely and exclusively for use in performing services or construction for the Project. If the
Architect rightfully terminates this Agreement for cause as provided in Section 9.4, the license granted in this
Section 7.3 shall terminate.
§ 7.3.1 In the event the Owner uses the Instruments of Service without retaining the authors of the Instruments of
Service, the Owner releases the Architect and Architect’s consultant(s) 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 and its consultants 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 7.3.1. The terms of this Section 7.3.1 shall not apply if the Owner
rightfully terminates this Agreement for cause under Section 9.4.
§ 7.4 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.
§ 7.5 Except as otherwise stated in Section 7.3, the provisions of this Article 7 shall survive the termination of this
Agreement.
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ARTICLE 8 CLAIMS AND DISPUTES
§ 8.1 General
§ 8.1.1 The Owner and Architect shall commence all claims and causes of action against the other and arising out of
or related to this Agreement, whether in contract, tort, or otherwise, in accordance with the requirements of the
binding dispute resolution method selected in this Agreement and within the period specified by applicable law, but
in any case not more than 10 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 A201–2017, 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 9.7.
§ 8.2 Mediation
§ 8.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to
mediation as a condition precedent to binding dispute resolution. 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 mediation or by binding dispute resolution.
§ 8.2.2 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 in accordance with its Construction Industry Mediation Procedures in effect on the date of
this Agreement. A request for mediation shall be made in writing, delivered to the other party to this 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 an arbitration
proceeding is stayed pursuant to this section, the parties may nonetheless proceed to the selection of the arbitrator(s)
and agree upon a schedule for later proceedings.
§ 8.2.3 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.
§ 8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2, the method of binding
dispute resolution shall be the following:
(Check the appropriate box.)
[ ] Arbitration pursuant to Section 8.3 of this Agreement
[ ] Litigation in a court of competent jurisdiction
[ ] Other: (Specify)
If the Owner and Architect do not select a method of binding dispute resolution, 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.
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§ 8.3 Arbitration
§ 8.3.1 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.
§ 8.3.1.1 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.
§ 8.3.2 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.
§ 8.3.3 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.
§ 8.3.4 Consolidation or Joinder
§ 8.3.4.1 Either party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any
other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration
permits consolidation; (2) the arbitrations to be consolidated substantially involve common questions of law or fact;
and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s).
§ 8.3.4.2 Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a
common question of law or fact whose presence is required if complete relief is to be accorded in arbitration,
provided that the party sought to be joined consents in writing to such joinder. 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.
§ 8.3.4.3 The Owner and Architect grant to any person or entity made a party to an arbitration conducted under this
Section 8.3, whether by joinder or consolidation, the same rights of joinder and consolidation as the Owner and
Architect under this Agreement.
§ 8.4 The provisions of this Article 8 shall survive the termination of this Agreement.
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 Owner shall pay the Architect all sums due prior to suspension and any
expenses incurred in the interruption and resumption of the Architect’s services. The Architect’s fees 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 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 fees for the remaining services and the time
schedules shall be equitably adjusted.
§ 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the
Architect, the Architect may terminate this Agreement by giving not less than seven days’ written notice.
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§ 9.4 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.
§ 9.5 The Owner may terminate this Agreement upon not less than seven days’ written notice to the Architect for the
Owner’s convenience and without cause.
§ 9.6 If the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or the Architect terminates
this Agreement pursuant to Section 9.3, the Owner shall compensate the Architect for services performed prior to
termination, Reimbursable Expenses incurred, and costs attributable to termination, including the costs attributable
to the Architect’s termination of consultant agreements.
§ 9.7 In addition to any amounts paid under Section 9.6, if the Owner terminates this Agreement for its convenience
pursuant to Section 9.5, or the Architect terminates this Agreement pursuant to Section 9.3, the Owner shall pay to
the Architect the following fees:
(Set forth below the amount of any termination or licensing fee, or the method for determining any termination or
licensing fee.)
.1 Termination Fee:
.2 Licensing Fee if the Owner intends to continue using the Architect’s Instruments of Service:
§ 9.8 Except as otherwise expressly provided herein, this Agreement shall terminate one year from the date of
Substantial Completion.
§ 9.9 The Owner’s rights to use the Architect’s Instruments of Service in the event of a termination of this
Agreement are set forth in Article 7 and Section 9.7.
ARTICLE 10 MISCELLANEOUS PROVISIONS
§ 10.1 This Agreement shall be governed by the law of the place where the Project is located, excluding that
jurisdiction’s choice of law rules. If the parties have selected arbitration as the method of binding dispute resolution,
the Federal Arbitration Act shall govern Section 8.3.
§ 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201–2017, 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, except that the Owner may assign this Agreement to a lender providing financing for
the Project if the lender agrees to assume the Owner’s rights and obligations under this Agreement, including any
payments due to the Architect by the Owner prior to the assignment.
§ 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. If the Owner requests
the Architect to execute consents reasonably required to facilitate assignment to a lender, the Architect shall execute
all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the
Architect for review at least 14 days prior to execution. The Architect shall not 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.
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§ 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. This Section 10.7 shall
survive the termination of this Agreement unless the Owner terminates this Agreement for cause pursuant to Section
9.4.
§ 10.8 If the Architect or Owner receives information specifically designated as “confidential” or “business
proprietary,” the receiving party shall keep such information strictly confidential and shall not disclose it to any
other person except as set forth in Section 10.8.1. This Section 10.8 shall survive the termination of this Agreement.
§ 10.8.1 The receiving party may disclose “confidential” or “business proprietary” information after 7 days’ notice to
the other party, when required by law, arbitrator’s order, or court order, including a subpoena or other form of
compulsory legal process issued by a court or governmental entity, or to the extent such information is reasonably
necessary for the receiving party to defend itself in any dispute. The receiving party may also disclose such
information to its employees, consultants, or contractors in order to perform services or work solely and exclusively
for the Project, provided those employees, consultants and contractors are subject to the restrictions on the
disclosure and use of such information as set forth in this Section 10.8.
§ 10.9 The invalidity of any provision of the Agreement shall not invalidate the Agreement or its remaining
provisions. If it is determined that any provision of the Agreement violates any law, or is otherwise invalid or
unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and
enforceable. In such case the Agreement shall be construed, to the fullest extent permitted by law, to give effect to
the parties’ intentions and purposes in executing the Agreement.
ARTICLE 11 COMPENSATION
§ 11.1 For the Architect’s Basic Services described under Article 3, the Owner shall compensate the Architect as
follows:
.1 Stipulated Sum
(Insert amount)
.2 Percentage Basis
(Insert percentage value)
( ) % of the Owner’s budget for the Cost of the Work, as calculated in accordance with Section 11.6.
.3 Other
(Describe the method of compensation)
§ 11.2 For the Architect’s Supplemental Services designated in Section 4.1.1 and for any Sustainability Services
required pursuant to Section 4.1.3, the Owner shall compensate the Architect as follows:
(Insert amount of, or basis for, compensation. If necessary, list specific services to which particular methods of
compensation apply.)
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§ 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.2, the
Owner shall compensate the Architect as follows:
(Insert amount of, or basis for, compensation.)
§ 11.4 Compensation for Supplemental and Additional Services of the Architect’s consultants when not included in
Section 11.2 or 11.3, shall be the amount invoiced to the Architect plus percent ( %), or as follows:
(Insert amount of, or basis for computing, Architect’s consultants’ compensation for Supplemental or Additional
Services.)
§ 11.5 When compensation for Basic Services is based on a stipulated sum or a percentage basis, the proportion of
compensation for each phase of services shall be as follows:
Schematic Design Phase
percent ( %)
Design Development Phase percent ( %)
Construction Documents
Phase
percent ( %)
Procurement Phase percent ( %)
Construction Phase percent ( %)
Total Basic Compensation one hundred percent ( 100 %)
§ 11.6 When compensation identified in Section 11.1 is on a percentage basis, progress payments for each phase of
Basic Services shall be calculated by multiplying the percentages identified in this Article by the Owner’s most
recent budget for the Cost of the Work. Compensation paid in previous progress payments shall not be adjusted
based on subsequent updates to the Owner’s budget for the Cost of the Work.
§ 11.6.1 When compensation is on a percentage basis and any portions of the Project are deleted or otherwise not
constructed, compensation for those portions of the Project shall be payable to the extent services are performed on
those portions. The Architect shall be entitled to compensation in accordance with this Agreement for all services
performed whether or not the Construction Phase is commenced.
§ 11.7 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.
(If applicable, attach an exhibit of hourly billing rates or insert them below.)
Employee or Category Rate ($0.00)
§ 11.8 Compensation for Reimbursable Expenses
§ 11.8.1 Reimbursable Expenses are in addition to compensation for Basic, Supplemental, and Additional Services
and include expenses incurred by the Architect and the Architect’s consultants directly related to the Project, as
follows:
.1 Transportation and authorized out-of-town travel and subsistence;
.2 Long distance services, dedicated data and communication services, teleconferences, Project web sites,
and extranets;
.3 Permitting and other fees required by authorities having jurisdiction over the Project;
.4 Printing, reproductions, plots, and standard form documents;
.5 Postage, handling, and delivery;
.6 Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner;
.7 Renderings, physical models, mock-ups, professional photography, and presentation materials
requested by the Owner or required for the Project;
AIA Document B101™ – 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017 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 draft
was produced by AIA software at 12:38:34 on 02/07/2018 under Order No. 1129848137 which expires on 11/29/2018, and is not for resale.
User Notes: (3B9ADA22)
22
.8 If required by the Owner, and with the Owner’s prior written approval, the Architect’s consultants’
expenses of professional liability insurance dedicated exclusively to this Project, or the expense of
additional insurance coverage or limits in excess of that normally maintained by the Architect’s
consultants;
.9 All taxes levied on professional services and on reimbursable expenses;
.10 Site office expenses;
.11 Registration fees and any other fees charged by the Certifying Authority or by other entities as
necessary to achieve the Sustainable Objective; and,
.12 Other similar Project-related expenditures.
§ 11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the
Architect’s consultants plus percent ( %) of the expenses incurred.
§ 11.9 Architect’s Insurance. If the types and limits of coverage required in Section 2.5 are in addition to the types
and limits the Architect normally maintains, the Owner shall pay the Architect for the additional costs incurred by
the Architect for the additional coverages as set forth below:
(Insert the additional coverages the Architect is required to obtain in order to satisfy the requirements set forth in
Section 2.5, and for which the Owner shall reimburse the Architect.)
§ 11.10 Payments to the Architect
§ 11.10.1 Initial Payments
§ 11.10.1.1 An initial payment of ($ ) shall be made upon execution of this Agreement and is the minimum
payment under this Agreement. It shall be credited to the Owner’s account in the final invoice.
§ 11.10.1.2 If a Sustainability Certification is part of the Sustainable Objective, an initial payment to the Architect of
($ ) shall be made upon execution of this Agreement for registration fees and other fees payable to the Certifying
Authority and necessary to achieve the Sustainability Certification. The Architect’s payments to the Certifying
Authority shall be credited to the Owner’s account at the time the expense is incurred.
§ 11.10.2 Progress Payments
§ 11.10.2.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services
performed. Payments 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.
(Insert rate of monthly or annual interest agreed upon.)
%
§ 11.10.2.2 The Owner shall not withhold amounts 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 or has been found liable for the amounts in a binding dispute resolution
proceeding.
§ 11.10.2.3 Records of Reimbursable Expenses, expenses pertaining to Supplemental and Additional Services, and
services performed on the basis of hourly rates 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:
(Include other terms and conditions applicable to this Agreement.)
AIA Document B101™ – 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017 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 draft
was produced by AIA software at 12:38:34 on 02/07/2018 under Order No. 1129848137 which expires on 11/29/2018, and is not for resale.
User Notes: (3B9ADA22)
23
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 the Owner and Architect.
§ 13.2 This Agreement is comprised of the following documents identified below:
.1 AIA Document B101™–2017, Standard Form Agreement Between Owner and Architect
.2 AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, dated as
indicated below:
(Insert the date of the E203-2013 incorporated into this agreement.)
.3 Exhibits:
(Check the appropriate box for any exhibits incorporated into this Agreement.)
[ ] AIA Document E204™–2017, Sustainable Projects Exhibit, dated as indicated below:
(Insert the date of the E204-2017 incorporated into this agreement.)
[ ] Other Exhibits incorporated into this Agreement:
(Clearly identify any other exhibits incorporated into this Agreement, including any exhibits and scopes of services
identified as exhibits in Section 4.1.2.)
.4 Other documents:
(List other documents, if any, forming part of the Agreement.)
This Agreement entered into as of the day and year first written above.
OWNER (Signature) ARCHITECT (Signature)
(Printed name and title) (Printed name, title, and license number, if required)
Arch 4/517 Context of the Profession – Winter 2022 – Williams, Czopek, Arroyo, Govreau, Adams
Negotiating the Contract
Due: Tuesday, February 22 at 8:00 am to Canvas
Description
For this project, you will refer to both the UO Architect’s Contract and the AIA B101. Respond to the questions below. Your
answers should be concise—no more than a few sentences. Each answer must include references to sections of the
contract that support your answer (e.g. UO 7-F, AIA 3.3.2).
Learning Goals
The contract defines the terms of the agreement between parties involved in a project. It provides a reference point in
cases of confusion or conflict and provides the definition and boundaries of the project (scope, schedule, time limit,
compensation). This assignment will require you to become familiar with the contents, format, and typical wording of an
Owner-developed Contract, in this case, the UO Architect’s Contract, and compare it to the standard AIA Contract, the
AIA B101 Standard Form of Agreement Between Owner and Architect.
Instructions
This is an individual assignment. Write out each question and follow with the response. Cite the relevant section(s) of the
contract in your response to questions.
Terms of the Contract:
1. What type of Project Delivery or Procurement is assumed in the two contracts?
2. Is a physical study model agreed upon as a basic service?
3. How many months is the UO Contract in effect after substantial completion?
4. Is the architect responsible for coordinating 1% for art in the project?
Interpretation Questions:
5. Four weeks into Design Development, a member of the UO User Group has raised questions about the
schematic design process, the program assumptions, and cost reconciliation. According to the UO Contract, what
document could offer background on these issues?
6. Compare the Architects Standard of Care in both contracts. Which one appears to favor the Owner more?
7. UO Contract – Bids have come in 7% over the University’s budget for the project. What provisions does the
contract make to keep the project on budget without delay?
8. At the end of Design Development, the probable cost opinion is 2.5% over the University’s budget. According to
the UO Contract, can the Owner require the Architect to modify the Design Development documents, at the
Architect’s sole expense, to adjust the Project quality and scope to reduce the opinion of probable cost? Does a
similar provision exist in the AIA B101?
9. During an OAC meeting it becomes apparent that a ramp installed in accordance with the drawings is missing a
handrail. The drawings show the ramp dimensioned with a run of 240 inches and a rise of 14 inches. The
University accessibility officer reviewed and signed off on the Construction Documents. According to the UO
Contract is the Architect responsible for correcting this deficiency at no extra cost to the University? Does the AIA
B101 describe similar expectations regarding deficiencies in the drawings?
10. The Owner’s decision-making process has consistently been delayed during the project, leading to missed
milestones and schedule delays. What provisions do the two contracts offer related to Additional Services for the
Architect as a result of the failure of performance on the Owner’s part?
Grading Rubric
The assignment is 20 points total, each question is worth 2 points:
1.5 points for correct terms (Questions 1-4) or reasoned interpretation (Questions 5-10).
0.5 points for correct section citation.
2 point deduction for overall submittals exceeding 2 pages in length, or individual answers exceeding 100 words.
-.5 points each time the question is not written out
Late submissions will receive a -2 point penalty per day late.
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