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Document B101
TM
2007 Instructions
Standard Form of Agreement Between Owner and Architect
AIA Document B101 2007 (formerly B151 1997). Copyright 1974, 1978, 1987, 1997 and 2007 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. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract
Documents, e-mail The American Institute of Architects legal counsel, copyright@aia.org.

GENERAL INFORMATION
Purpose. AIA Document B1012007 is a standard form of agreement between Owner and Architect for building design
and construction contract administration. B1012007 is a one-part document that was developed to replace AIA
Documents B1411997, Parts 1 and 2, and B1511997. B1012007 returns to the traditional division of services
into Basic and Additional Services. Basic Services are based on five traditional phases: Schematic Design, Design
Development, Construction Documents, Bidding or Negotiation, and Construction. This document may be used with a
variety of compensation methods, including percentage of construction cost and stipulated sum.

B1012007 assumes that the Architect will provide cost estimates and will design the Project to meet the Owners
budget for the Cost of the Work. If the Owner will retain a third party to provide cost estimates, or if the Project will
implement fast track, phased or accelerated scheduling, the parties should consider using B1032007, Standard Form
of Agreement Between Owner and Architect for a Large or Complex Project.

Related Documents. B1012007 is intended to be used in conjunction with AIA Document A2012007, General
Conditions of the Contract for Construction, which it incorporates by reference. B1012007 also can be used with
Architect-Consultant agreements such as AIA Document C4012007. Before transmitting Instruments of Service or
other information in digital form, parties should establish protocols for that transmission and may use E2012007,
Digital Data Protocol Exhibit, for that purpose.

Dispute ResolutionMediation and Arbitration. This document contains provisions for mediation and arbitration of
claims and disputes. Mediation is a non-binding process, but is mandatory under the terms of this agreement. Arbitration
may be mandatory under the terms of this agreement. Arbitration is binding in most states and under the Federal
Arbitration Act. In a minority of states, arbitration provisions relating to future disputes are not enforceable but the
parties may agree to arbitrate after the dispute arises. Even in those states, under certain circumstances (for example, in a
transaction involving interstate commerce), arbitration provisions may be enforceable under the Federal Arbitration Act.

The AIA does not administer dispute resolution processes. To submit disputes to mediation or arbitration or to obtain
copies of the applicable mediation or arbitration rules, call the American Arbitration Association at (800) 7787879, or
visit their Web site at www.adr.org.

Why Use AIA Contract Documents. AIA contract documents are the product of a consensus-building process aimed at
balancing the interests of all parties on the construction project. The documents reflect actual industry practices, not
theory. They are state-of-the-art legal documents, regularly revised to keep up with changes in law and the industryyet
they are written, as far as possible, in everyday language. Finally, AIA contract documents are flexible: they are intended
to be modified to fit individual projects, but in such a way that modifications are easily distinguished from the original,
printed language.

Use of Non-AIA Forms. If a combination of AIA documents and non-AIA documents is to be used, particular care must
be taken to achieve consistency of language and intent among documents. Certain owners require the use of owner-
architect agreements and other contract forms which they prepare. Such forms should be carefully compared to the
standard AIA forms for which they are being substituted before execution of an agreement. If there are any significant
omissions, additions or variances from the terms of the related standard AIA forms, both legal and insurance counsel
should be consulted. Of particular concern is the need for consistency between the Owner-Architect Agreement and
related documents and the anticipated General Conditions of the Contract for Construction in the delineation of the
Architects construction contract administration services and responsibilities.

Letter Forms of Agreement. Letter forms of agreement are generally discouraged by the AIA, as is the performance of
a part or the whole of professional services based on oral agreements or understandings. The AIAs agreement forms
have been developed through more than 100 years of experience and have been tested repeatedly in the courts. In
addition, the standard forms have been carefully coordinated with other AIA documents.

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Standard Forms. Most AIA documents published since 1906 have contained in their titles the words Standard Form.
The term standard is not meant to imply that a uniform set of contractual requirements is mandatory for AIA members
or others in the construction industry. Rather, the AIA standard documents are intended to be used as fair and balanced
baselines from which the parties can negotiate their bargains. As such, the documents have won general acceptance
within the construction industry and have been uniformly interpreted by the courts. Within an industry spanning 50
stateseach of them free to adopt different, and perhaps contradictory, laws affecting that industrythey form the basis
for a generally consistent body of construction law.

Use of Current Documents. Prior to using any AIA Contract Document, users should consult www.aia.org or a local
AIA component to verify the most recent edition.

Reproductions. This document is a copyrighted work and may not be reproduced or excerpted from without the express
written permission of the AIA. There is no implied permission to reproduce this document, nor does membership in The
American Institute of Architects confer any further rights to reproduce this document. The AIA hereby grants the
purchaser a limited license to reproduce a maximum of ten copies of a completed B1012007, but only for use in
connection with a particular project. The AIA will not permit reproduction outside of the limited license for reproduction
granted above, except upon written request and receipt of written permission from the AIA.

Rights to reproduce the document may vary for users of AIA software. Licensed AIA software users should consult the
End User License Agreement (EULA).

To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects legal counsel,
copyright@aia.org.

CHANGES FROM THE PREVIOUS EDITION
AIA Document B1012007 contains many significant changes in format and content from B1411997 and B1511997.
A key change between B1012007 and B1411997 is that B101 returns to a unitary standard form agreement rather than
the two standard forms and thus B1012007 more closely follows the B1511997 format. B1012007 arranges the
Architects services in terms of Basic Services and Additional Services. Basic Services are described within the five
traditional phases of a Project: Schematic Design, Design Development, Construction Documents, Bidding or
Negotiating, and Construction. Additional Services consist of any services not described as Basic Services.

There are many other changes to foster clarity in the Owner-Architect agreement as well. Described below are highlights
of major changes in B1012007, Standard Form of Agreement Between Owner and Architect.

Standard of Care: B1012007 contains a new provision at Section 2.2 stating the applicable standard of care under
which the Architect shall perform its services.

Architects Insurance Requirements: Section 2.5 contains a new provision wherein the parties may set forth the types
and limits of insurance the Architect is required to carry for the Project. Specifically, B1012007 lists General Liability,
Automobile Liability, Workers Compensation and Professional Liability.

Environmentally Responsible Design: During Schematic Design, Section 3.2.5.1 requires the Architect to consider
environmentally responsible design alternatives, such as material choices and building orientation, in developing a
design for the Project. The Architect is required to make such considerations consistent with the Owners program,
schedule and budget for the Cost of the Work.

Copyright and Licensing of the Instruments of Services: In B1012007, as in B1411997 and B1511997, the
Architect and the Architects consultants are deemed the authors and owners of their respective Instruments of Service,
and they retain all common law and statutory rights, including copyright. In B1012007, however, the license granted to
the Owner to use the Instruments of Services has been substantially revised. Under B1012007, the Owner receives a
license to use the Instruments of Service solely and exclusively for constructing, using, maintaining, altering and adding
to the Project. This license will only terminate if the Architect rightfully terminates the Agreement for cause due to the
Owners default. In the absence of such a termination by the Architect, the Owner retains the license to use the
Instruments of Service after completion of the Project or the Owners termination of the Agreement. If the Owner
subsequently uses the Instruments of Services without retaining the author of the Instruments of Service, the Owner
agrees to release and indemnify the Architect for such uses. If the Owner rightfully terminates the Agreement for cause,
however, the Owner is not required to release and indemnify the Architect for its further use of the Instruments of
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reserved. 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. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright
violations of AIA Contract Documents, e-mail The American Institute of Architects legal counsel, copyright@aia.org.
Service. If the Owner terminates the Agreement for its convenience, or the Architect terminates the Agreement due to the
Owners suspension of the Project, B101 provides at Section 11.9 for the Owner to pay a licensing fee to the Architect
for the Owners continued use of the Architects Instruments of Service.

Binding Dispute Resolution: In the AIA A2012007 family of documents, mediation is a condition precedent to any
form of binding dispute resolution, but binding arbitration is not mandatory for disputes that fail to settle in mediation.
Instead, the parties are required to select at Section 8.2.4 from three choices of binding dispute resolution: (1) arbitration,
(2) litigation or (3) another method that they must identify.

USING B1012007
Modifications
Particularly with respect to professional or contractor licensing laws, building codes, taxes, monetary and interest
charges, arbitration, indemnification, format and font size, AIA Contract Documents may require modification to comply
with state or local laws. Users are encouraged to consult an attorney before completing or modifying a document.

In a purchased paper AIA Contract Document, necessary modifications may be accomplished by writing or typing the
appropriate terms in the blank spaces provided on the document, or by attaching Supplementary Conditions, special
conditions or referenced amendments.

Modifications directly to purchased paper AIA Contract Documents may also be achieved by striking out language.
However, care must be taken in making these kinds of deletions. Under NO circumstances should standard language be
struck out to render it illegible. For example, users should not apply blocking tape, correction fluid or Xs that would
completely obscure text. Such practices may raise suspicion of fraudulent concealment, or suggest that the completed
and signed document has been tampered with. Both parties should initial handwritten changes.

Using AIA software, modifications to insert information and revise the standard AIA text may be made as the software
permits.

By reviewing properly made modifications to a standard AIA Contract Document, parties familiar with that document
can quickly understand the essence of the proposed relationship. Commercial exchanges are greatly simplified and
expedited, good faith dealing is encouraged, and otherwise latent clauses are exposed for scrutiny.

AIA Contract Documents may not be retyped or electronically scanned. Retyping can introduce typographic errors and
cloud legal interpretation given to a standard clause. Furthermore, retyping and electronic scanning are not permitted
under the users limited license for use of the document, constitute the creation of a derivative work and violate the
AIAs copyright.

Cover Page
Date: The date represents the date the Agreement becomes effective. It may be the date that an oral agreement was
reached, the date the Agreement was originally submitted to the other party, the date authorizing action was taken or the
date of actual execution. Professional services should not be performed prior to the effective date of the Agreement.

Identification of Parties: Parties to this Agreement should be identified using the full legal name under which the
Agreement is to be executed, including a designation of the legal status of both parties (sole proprietorship, partnership,
joint venture, unincorporated association, limited partnership or corporation [general, limited liability, close or
professional], etc.). Where appropriate, a copy of the resolution authorizing the individual to act on behalf of the firm or
entity should be attached.

Project: The proposed Project should be described in sufficient detail to identify (1) the official name or title of the
facility, (2) the location of the site, if known, (3) the proposed building usage, and (4) the size, capacity or scope of the
Project, if known.

Article 1 Initial Information
1.1 The parties may either rely on Exhibit A to provide the Initial Information or provide such information in
Section 1.1. If the parties choose to utilize Section 1.1, they should take care to be as explicit and detailed as possible
with respect to the relevant Initial Information.

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1.2 The parties must set forth the Owners anticipated dates for commencement of construction and Substantial
Completion as those dates are to be incorporated into the Architects initial schedule for the Architects services, and
they determine at which point the Architect will provide certain services as Additional Services.

Article 4 Additional Services
4.1 The parties should complete the table contained at Section 4.1 prior to executing the Agreement. For each service
listed, the parties should indicate the party responsible for providing the service in the appropriate column and identify
the place where the service is described, e.g., Section 4.2 or an exhibit attached to this document and identified
below etc. The Architect is not responsible for any listed service unless specifically so designated in the Responsibility
column of the table.

4.3.3 Insert an agreed-upon number in each of the spaces provided.

4.3.4 Insert the number of months beyond which the Architect shall be entitled to compensation as Additional Services.

Article 8 Claims and Disputes.
8.2.4 Select from three choices of binding dispute resolution: (1) arbitration, (2) litigation or (3) another method that
the parties must identify. Other types of dispute resolution include a dispute resolution board or a mini-trial. For
additional information about other methods of dispute resolution, refer to The Construction Industrys Guide to Dispute
Avoidance and Resolution free online at www.adr.org.

Article 11 Compensation
There are at least ten methods of computing compensation for architectural services. Four of these methods are time-
based, reflecting in different ways the time spent by the Architect on the Project:

Multiple of Direct Salary Expense, in which direct salaries of designated personnel are multiplied by a factor
representing benefits, overhead and profit.

Multiple of Direct Personnel Expense, in which the salaries plus benefits of designated personnel are multiplied by
a factor representing overhead and profit.

Professional Fee Plus Expenses, in which the salaries, benefits and overhead of designated personnel are the
expense and the fee may be a multiplier, percentage or lump sum representing profit.

Hourly Billing Rates, in which salaries, benefits, overhead and profit are included in the rate for designated
personnel.

Other methods, while they may be indirectly related to time expended on the Project, do not use time as a factor in the
calculation:

Stipulated Sum, in which compensation is listed as a dollar amount.

Percentage of Cost of the Work, in which compensation is calculated by applying an assumed percentage to the
estimated or actual Cost of the Work, whichever is most certain at the time the calculation is made.

Multiple of Consultants Billing, in which Consultants bills are multiplied by a factor representing the Architects
administrative costs, overhead and profit.

Square Footage, in which the square footage of the structure is multiplied by a pricing factor.

Unit Cost, in which the number of certain units such as rooms, acres, etc., is multiplied by a pricing factor.

Royalty, in which compensation is a share in the Owners income or profit derived from the built facility.

The AIA makes no recommendation as to the appropriateness of any of these methods of compensation on a particular
project, nor does the AIA suggest that the foregoing list includes all methods that are possible, practical or in actual use.
The use of any of the compensation methods described above, singly or in combination with other methods, is a business
decision for the Architect and the Owner. Further, the AIA makes no recommendations and has no guidelines or
schedules that specify the amount of compensation an architect should be paid.
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reserved. 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. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright
violations of AIA Contract Documents, e-mail The American Institute of Architects legal counsel, copyright@aia.org.

11.1 Insert the basis of compensation for the Architects Basic Services. Sample language is provided below for several
of the most widely used methods of compensation.

If a Multiple of Direct Salary Expense is used, include multipliers using words and numerals in the following insert:
Compensation for services rendered by principals and employees shall be based on a multiple of ________ (__) times
Direct Salary Expense, which shall be defined as the direct salaries of the Architects personnel engaged on the Project
excluding any costs of mandatory or customary contributions and benefits. Compensation for services rendered by
Consultants shall be based on a multiple of ________ (__) times the amounts billed by Consultants.

If a Multiple of Direct Personnel Expense is used, include multipliers using words and numerals in the following
insert: Compensation for services rendered by principals and employees shall be based on a multiple of ________ (__)
times Direct Personnel Expense. Compensation for services rendered by Consultants shall be based on a multiple of
________ (__) times the amounts billed by Consultants.

If a Professional Fee Plus Expenses is to be used, include the dollar figure and the appropriate multipliers (using words
and numerals) in the following insert: Compensation shall be a Fixed Fee of ________ Dollars ($______) plus a
multiple of ________ (__) times Direct Personnel Expense. Compensation for services rendered by Consultants shall be
based on a multiple of ________ (__) times the amounts billed by Consultants.

Alternatively, the fee (representing profit) may be calculated as a multiplier or percentage.

If Hourly Billing Rates are used, include the cumulative amount for salary, benefits, overhead and profit to fix each rate
using words and numerals in the following insert: Compensation for services rendered by Principals and employees
shall be based upon the hourly billing rates set forth below:

1. Principals time at the fixed rate of ________ Dollars ($______) per hour. For the purposes of this Agreement, the
Principals are: (List Principals, such as owners, partners, corporate officers and participating associates.)

2. Supervisory time at the fixed rate of ________ Dollars ($______) per hour. For the purposes of this Agreement,
supervisory personnel include: (List managerial personnel by name or job title, such as general manager, department
head or project manager.)

3. Technical Level I time at the fixed rate of ________ Dollars ($______) per hour. For the purposes of this Agreement,
Technical Level I personnel include: (List those personnel by name or job title who are highly skilled specialists, such as
job captains, senior designers, senior drafters, senior planners, senior specifiers or senior construction administrators.)

4. Technical Level II time at the fixed rate of ________ Dollars ($______) per hour. For the purposes of this Agreement,
Technical Level II personnel include: (List those personnel by name or job title who hold intermediate-level positions
relative to Technical Level I, such as professionals awaiting licensure and managers of clerical staff.)

5. Technical Level III and clerical personnel time at the fixed rate of ________ Dollars ($______) per hour. For the
purposes of this Agreement, Technical Level III and clerical personnel include: (List those personnel by name or job title
who occupy junior-level positions, such as word processor or office assistant.)

6. Compensation for services rendered by Consultants shall be based on a multiple of ________ (__) times the amounts
billed by Consultants.

If a Percentage of Cost of the Work is to be used, insert the following:
Compensation shall be ________ percent (___%) of the Cost of the Work, as defined in Section 6.1.

If a Stipulated Sum is to be used, insert the sum in words and numerals in the following sample language:
Compensation shall be a stipulated sum of ________ Dollars ($______).

No sample language is provided for compensation based on square footage, unit cost or royalty. Parties choosing one or
more of these methods should craft their own language based on the particulars of the Project.

11.2 See methods of compensation shown above for Section 11.1.

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11.4 See methods of compensation shown above for Section 11.1, if other than a percentage of the invoiced amount.

Article 12 Special Terms and Conditions
Insert any modifications to the standard text of the document, if the modifications are not otherwise inserted elsewhere in
the document. For more information about modifying the document, refer to the Modifications section of these
Instructions.

Exhibit A Initial Information
If the parties choose to utilize Exhibit A, Initial Information, in lieu of completing Section 1.1, the parties should
complete each prompting statement in this Exhibit. If a statement is not applicable to a particular project, the parties
should insert a statement to that effect. No spaces should be left blank.

EXECUTING B1012007
The persons executing B1012007 should indicate the capacity in which they are acting (i.e., president, secretary,
partner, etc.) and the authority under which they are executing the Agreement. Where appropriate, a copy of the
resolution authorizing the individual to act on behalf of the firm or entity should be attached.

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Document B101
TM
2007
Init.
/
AIA Document B101 2007 (formerly B151 1997). Copyright 1974, 1978, 1987, 1997 and 2007 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. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of
AIA Contract Documents, e-mail The American Institute of Architects legal counsel, copyright@aia.org.

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AGREEMENT made as of the day of
in the year of
(In words, indicate day, month and year)

BETWEEN the Architects client identified as the Owner:
(Name, address and other information)

and the Architect:

for the following Project:
(Name, location and detailed description)

The Owner and Architect agree as follows.
This document has important legal
consequences. Consultation with
an attorney is encouraged with
respect to its completion or
modification.

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TABLE OF ARTICLES

1 INITIAL INFORMATION

2 ARCHITECTS RESPONSIBILITIES

3 SCOPE OF ARCHITECTS BASIC SERVICES

4 ADDITIONAL SERVICES

5 OWNERS 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

EXHIBIT A INITIAL INFORMATION

ARTICLE 1 INITIAL INFORMATION
1.1 This Agreement is based on the Initial Information set forth in this Article 1 and in optional Exhibit A, Initial
Information:
(Complete Exhibit A, Initial Information, and incorporate it into the Agreement at Section 13.2, or state below Initial
Information such as details of the Projects site and program, Owners contractors and consultants, Architects
consultants, Owners budget for the Cost of the Work, authorized representatives, anticipated procurement method,
and other information relevant to the Project.)

1.2 The Owners anticipated dates for commencement of construction and Substantial Completion of the Work are
set forth below:
.1 Commencement of construction date:

.2 Substantial Completion date:

1.3 The Owner and Architect may rely on the Initial Information. Both parties, however, recognize that such
information may materially change and, in that event, the Owner and the Architect shall appropriately adjust the
schedule, the Architects services and the Architects compensation.

ARTICLE 2 ARCHITECTS RESPONSIBILITIES
2.1 The Architect shall provide the professional services as set forth in this Agreement.

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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 Owners 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 Architects professional
judgment with respect to this Project.

2.5 The Architect shall maintain the following insurance for the duration of this Agreement. If any of the
requirements set forth below exceed the types and limits the Architect normally maintains, the Owner shall reimburse
the Architect for any additional cost:
(Identify types and limits of insurance coverage, and other insurance requirements applicable to the Agreement, if
any.)
.1 General Liability

.2 Automobile Liability

.3 Workers Compensation

.4 Professional Liability

ARTICLE 3 SCOPE OF ARCHITECTS BASIC SERVICES
3.1 The Architects Basic Services consist of those described in Article 3 and include usual and customary structural,
mechanical, and electrical engineering services. Services not set forth in Article 3 are Additional Services.

3.1.1 The Architect shall manage the Architects services, consult with the Owner, 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 Owners
consultants. The Architect shall be entitled to rely on the accuracy and completeness of services and information
furnished by the Owner and the Owners 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 Owners approval a
schedule for the performance of the Architects 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 Owners review, for the performance of the
Owners 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 Owners 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 Owners directive or substitution made without the Architects
approval.

3.1.5 The Architect shall, at appropriate times, contact the governmental authorities required to approve the
Construction Documents and the entities providing utility services to the Project. In designing the Project, the
Architect shall respond to applicable design requirements imposed by such governmental authorities and by such
entities providing utility services.

3.1.6 The Architect shall assist the Owner in connection with the Owners responsibility for filing documents
required for the approval of governmental authorities having jurisdiction over the Project.

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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 Architects services.

3.2.2 The Architect shall prepare a preliminary evaluation of the Owners program, schedule, budget for the Cost of
the Work, Project site, and the proposed procurement or delivery method and other Initial Information, each in terms
of the other, to ascertain the requirements of the Project. The Architect shall notify the Owner of (1) any
inconsistencies discovered in the information, and (2) other information or consulting services that may be reasonably
needed for the Project.

3.2.3 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, including the feasibility of incorporating environmentally
responsible design approaches. The Architect shall reach an understanding with the Owner regarding the requirements
of the Project.

3.2.4 Based on the Projects requirements agreed upon with the Owner, the Architect shall prepare and present for
the Owners approval a preliminary design illustrating the scale and relationship of the Project components.

3.2.5 Based on the Owners approval of the preliminary design, the Architect shall prepare Schematic Design
Documents for the Owners 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 modeling. 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 environmentally responsible 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 Owners program, schedule and budget for the Cost of the Work. The Owner may obtain other
environmentally responsible design services under Article 4.

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
Owners 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 Owners approval.

3.3 DESIGN DEVELOPMENT PHASE SERVICES
3.3.1 Based on the Owners approval of the Schematic Design Documents, and on the Owners 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 Owners 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
such other elements as may be appropriate. 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.

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 Owners approval.

3.4 CONSTRUCTION DOCUMENTS PHASE SERVICES
3.4.1 Based on the Owners approval of the Design Development Documents, and on the Owners 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 Owners approval. The Construction Documents shall illustrate and describe the
further development of the approved Design Development Documents and shall consist of Drawings and

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Specifications setting forth in detail the quality levels of materials and systems and other requirements for the
construction of the Work. The Owner and Architect acknowledge that in order to construct 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.

3.4.2 The Architect shall incorporate into the Construction Documents the design requirements of governmental
authorities having jurisdiction over the Project.

3.4.3 During the development of the Construction Documents, the Architect shall assist the Owner in the
development and preparation of (1) bidding and 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.

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 Owners approval.

3.5 BIDDING OR NEGOTIATION PHASE SERVICES
3.5.1 GENERAL
The Architect shall assist the Owner in establishing a list of prospective contractors. Following the Owners 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 procuring the reproduction of Bidding Documents for distribution to prospective bidders;
.2 distributing the Bidding Documents to prospective bidders, requesting their return upon completion of
the bidding process, and maintaining a log of distribution and retrieval and of the amounts of deposits,
if any, received from and returned to prospective bidders;
.3 organizing and conducting a pre-bid conference for prospective bidders;
.4 preparing responses to questions from prospective bidders and providing clarifications and
interpretations of the Bidding Documents to all prospective bidders in the form of addenda; and
.5 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 The Architect shall consider requests for substitutions, if the Bidding Documents permit substitutions, and
shall 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 procuring the reproduction 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; and
.3 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 The Architect shall consider requests for substitutions, if the Proposal Documents permit substitutions, and
shall 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 A2012007, General Conditions of the Contract for Construction. If the Owner and
Contractor modify AIA Document A2012007, those modifications shall not affect the Architects 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 Contractors failure to perform the Work in accordance with the requirements of the Contract Documents. The
Architect shall be responsible for the Architects 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 4.3, the Architects 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 4.3.3, 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 report to the Owner (1) known deviations from the Contract Documents and from the most
recent construction schedule submitted by the Contractor, and (2) 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 such 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, material and equipment suppliers, their agents or employees or other persons or entities performing

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 Architects 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
Architects 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 A2012007, 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 Architects certification for payment shall constitute a representation to the Owner, based on the
Architects evaluation of the Work as provided in Section 3.6.2 and on the data comprising the Contractors
Application for Payment, that, to the best of the Architects knowledge, information and belief, the Work has

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progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The
foregoing representations are subject (1) to an evaluation of the Work for conformance with the Contract Documents
upon Substantial Completion, (2) to results of subsequent tests and inspections, (3) to correction of minor deviations
from the Contract Documents prior to completion, and (4) to 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 material suppliers and other data requested by the Owner to substantiate the Contractors 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 Contractors submittal schedule and shall not unreasonably delay or withhold
approval. The Architects 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 Architects professional judgment to permit adequate review.

3.6.4.2 In accordance with the Architect-approved submittal schedule, the Architect shall review and approve or take
other appropriate action upon the Contractors 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 Contractors responsibility. The Architects review shall not constitute approval of safety precautions or,
unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or
procedures. The Architects 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 shop drawings
and other submittals related to the Work designed or certified by the design professional retained by the Contractor
that bear such professionals seal and signature when submitted to the Architect. The Architect shall be entitled to rely
upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by
such design professionals.

3.6.4.4 Subject to the provisions of Section 4.3, 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
Architects 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 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 authorize 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 the
provisions of Section 4.3, the Architect shall prepare Change Orders and Construction Change Directives for the
Owners approval and execution in accordance with the Contract Documents.

3.6.5.2 The Architect shall maintain records relative to changes in the Work.

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3.6.6 PROJECT COMPLETION
3.6.6.1 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date
of final completion; issue Certificates of Substantial Completion; receive from the Contractor and forward to the
Owner, for the Owners review and records, written warranties and related documents required by the Contract
Documents and assembled by the Contractor; and issue a final Certificate for Payment based upon a final inspection
indicating the Work complies with the requirements of the Contract Documents.

3.6.6.2 The Architects 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 the Work is found to be substantially complete, 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 ADDITIONAL SERVICES
4.1 Additional Services listed below are not included in Basic Services but may be required for the Project. The
Architect shall provide the listed Additional Services only if specifically designated in the table below as the
Architects responsibility, and the Owner shall compensate the Architect as provided in Section 11.2.
(Designate the Additional Services the Architect shall provide in the second column of the table below. In the third
column indicate whether the service description is located in Section 4.2 or in an attached exhibit. If in an exhibit,
identify the exhibit.)

Additional Services Responsibility
(Architect, Owner
or
Not Provided)
Location of Service Description
(Section 4.2 below or in an exhibit
attached to this document and
identified below)
4.1.1 Programming
4.1.2 Multiple preliminary designs
4.1.3 Measured drawings
4.1.4 Existing facilities surveys
4.1.5 Site Evaluation and Planning (B2032007)
4.1.6 Building information modeling
4.1.7 Civil engineering
4.1.8 Landscape design
4.1.9 Architectural Interior Design (B2522007)
4.1.10 Value Analysis (B2042007)
4.1.11 Detailed cost estimating
4.1.12 On-site project representation
4.1.13 Conformed construction documents
4.1.14 As-designed record drawings
4.1.15 As-constructed record drawings
4.1.16 Post occupancy evaluation
4.1.17 Facility Support Services (B2102007)
4.1.18 Tenant-related services
4.1.19 Coordination of Owners consultants
4.1.20 Telecommunications/data design

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(Architect, Owner
or
Not Provided)
identified below)
4.1.21 Security Evaluation and Planning
(B2062007)

4.1.22 Commissioning (B2112007)
4.1.23 Extensive environmentally responsible design
4.1.24 LEED
Certification (B2142007)
4.1.25 Fast-track design services
4.1.26 Historic Preservation (B2052007)
4.1.27 Furniture, Finishings, and Equipment Design
(B2532007)

4.1.28 Other

4.2 Insert a description of each Additional Service designated in Section 4.1 as the Architects responsibility, if not
further described in an exhibit attached to this document.

4.3 Additional Services may be provided 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 accordance with this
Section 4.3 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment in the
Architects schedule.

4.3.1 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 services until the Architect receives the Owners 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, but not limited to, size, quality, complexity,
the Owners schedule or budget for Cost of the Work, or procurement or delivery method;
.2 Services necessitated by the Owners request for extensive environmentally responsible design
alternatives, such as unique system designs, in-depth material research, energy modeling, or LEED

certification;
.3 Changing or editing previously prepared Instruments of Service necessitated by the enactment or
revision of codes, laws or regulations or official interpretations;
.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 Owners consultants or contractors;
.5 Preparing digital data for transmission to the Owners 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 bidders or persons providing 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.

4.3.2 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 the Owner

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subsequently determines that all or parts of those services are not required, the Owner shall give prompt written notice
to the Architect, and the Owner shall have no further obligation to compensate the Architect for those services:
.1 Reviewing a Contractors submittal out of sequence from the submittal schedule agreed to by the
Architect;
.2 Responding to the Contractors 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 Contractors
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;
.5 Evaluating substitutions proposed by the Owner or Contractor and making subsequent revisions to
Instruments of Service resulting therefrom; or
.6 To the extent the Architects Basic Services are affected, providing Construction Phase Services 60
days after (1) the date of Substantial Completion of the Work or (2) the anticipated date of Substantial
Completion identified in Initial Information, whichever is earlier.

4.3.3 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 submittal of the Contractor
.2 ( ) visits to the site by the Architect over the duration of the Project
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

4.3.4 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 Architects services beyond
that time shall be compensated as Additional Services.

ARTICLE 5 OWNERS 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
Owners objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility,
expandability, special equipment, systems and site requirements. Within 15 days after receipt of a written request from
the Architect, the Owner shall furnish the requested information as necessary and relevant for the Architect to
evaluate, give notice of or enforce lien rights.

5.2 The Owner shall establish and periodically update the Owners budget for the Project, including (1) the budget
for the Cost of the Work as defined in Section 6.1; (2) the Owners other costs; and, (3) reasonable contingencies
related to all of these costs. If the Owner significantly increases or decreases the Owners 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 Projects scope and quality.

5.3 The Owner shall identify a representative authorized to act on the Owners behalf with respect to the Project. The
Owner shall render decisions and approve the Architects submittals in a timely manner in order to avoid unreasonable
delay in the orderly and sequential progress of the Architects 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 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.

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5.5 The Owner shall furnish services of geotechnical engineers, which may include but are not limited to 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 coordinate the services of its own consultants with those services provided by the Architect.
Upon the Architects request, the Owner shall furnish copies of the scope of services in the contracts between the
Owner and the Owners consultants. The Owner shall furnish the services of consultants other than those designated
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 maintain professional liability insurance as appropriate to the services provided.

5.7 The Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as
structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials.

5.8 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be
reasonably necessary at any time for the Project to meet the Owners needs and interests.

5.9 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 Architects Instruments of Service.

5.10 Except as otherwise provided in this Agreement, or when direct communications have been specially
authorized, the Owner shall endeavor to communicate with the Contractor and the Architects consultants through the
Architect about matters arising out of or relating to the Contract Documents. The Owner shall promptly notify the
Architect of any direct communications that may affect the Architects services.

5.11 Before executing the Contract for Construction, the Owner shall coordinate the Architects duties and
responsibilities set forth in the Contract for Construction with the Architects 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.

5.12 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.

ARTICLE 6 COST OF THE WORK
6.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to construct all
elements of the Project designed or specified by the Architect and shall include contractors general conditions costs,
overhead and profit. The Cost of the Work does not include the compensation of the Architect, the costs of the land,
rights-of-way, financing, contingencies for changes in the Work or other costs that are the responsibility of the Owner.

6.2 The Owners budget for the Cost of the Work is provided in Initial Information, and may be adjusted throughout
the Project as required under Sections 5.2, 6.4 and 6.5. Evaluations of the Owners budget for the Cost of the Work,
the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work prepared by the
Architect, represent the Architects 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 Contractors 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 Owners 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 make reasonable adjustments in the program and scope of the
Project; and to include in the Contract Documents alternate bids as may be necessary to adjust the estimated Cost of
the Work to meet the Owners budget for the Cost of the Work. The Architects estimate of the Cost of the Work shall
be based on current area, volume or similar conceptual estimating techniques. If the Owner requests detailed cost
estimating services, the Architect shall provide such services as an Additional Service under Article 4.

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6.4 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the
Construction Documents to the Owner, through no fault of the Architect, the Owners 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 Architects estimate of the Cost of the Work exceeds the Owners budget for the Cost of the
Work, the Architect shall make appropriate recommendations to the Owner to adjust the Projects 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 Owners budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services
is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall
.1 give written approval of an increase in the budget for the Cost of the Work;
.2 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, without additional compensation, shall
modify the Construction Documents as necessary to comply with the Owners budget for the Cost of the Work at the
conclusion of the Construction Documents Phase Services, or the budget as adjusted under Section 6.6.1. The
Architects modification of the Construction Documents shall be the limit of the Architects 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. If the Owner and Architect intend to transmit Instruments of Service or any
other information or documentation in digital form, they shall endeavor to establish necessary protocols governing
such transmissions.

7.2 The Architect and the Architects 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 Architects consultants.

7.3 Upon execution of this Agreement, the Architect grants to the Owner a nonexclusive license to use the
Architects 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, including prompt payment of
all sums when due, under this Agreement. The Architect shall obtain similar nonexclusive licenses from the
Architects consultants consistent with this Agreement. The license granted under this section permits the Owner to
authorize the Contractor, Subcontractors, Sub-subcontractors, and material or equipment suppliers, as well as the
Owners consultants and separate contractors, to reproduce applicable portions of the Instruments of Service 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 author of the Instruments of
Service, the Owner releases the Architect and Architects 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 Owners 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

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Instruments of Service shall be at the Owners sole risk and without liability to the Architect and the Architects
consultants.

ARTICLE 8 CLAIMS AND DISPUTES
8.1 GENERAL
8.1.1 The Owner and Architect shall commence all claims and causes of action, whether in contract, tort, or
otherwise, against the other arising out of or related to this Agreement in accordance with the requirements of the
method of binding dispute resolution selected in this Agreement within the period specified by applicable law, but in
any case not more than 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 A2012007, 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 partys 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 Architects 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 the Agreement.
A request for mediation shall be made in writing, delivered to the other party to the Agreement, and filed with the
person or entity administering the mediation. The request may be made concurrently with the filing of a complaint or
other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in advance of
binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date
of filing, unless stayed for a longer period by agreement of the parties or court order. If 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 mediators 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. If the Owner and Architect do not select a method of binding dispute resolution below, or
do not subsequently agree in writing to a binding dispute resolution method other than litigation, the dispute will be
resolved in a court of competent jurisdiction.)

Arbitration pursuant to Section 8.3 of this Agreement

Litigation in a court of competent jurisdiction

Other (Specify)

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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.

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 Architects option, cause for suspension of
performance of services under this Agreement. If the Architect elects to suspend services, the Architect shall give
seven days written notice to the Owner before suspending services. In the event of a suspension of services, the
Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of
services. Before resuming services, the Architect shall be paid all sums due prior to suspension and any expenses
incurred in the interruption and resumption of the Architects services. The Architects 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 Architects services. The Architects 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.

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.

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9.5 The Owner may terminate this Agreement upon not less than seven days written notice to the Architect for the
Owners convenience and without cause.

9.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services
performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as
defined in Section 9.7.

9.7 Termination Expenses are in addition to compensation for the Architects services and include expenses directly
attributable to termination for which the Architect is not otherwise compensated, plus an amount for the Architects
anticipated profit on the value of the services not performed by the Architect.

9.8 The Owners rights to use the Architects Instruments of Service in the event of a termination of this Agreement
are set forth in Article 7 and Section 11.9.

ARTICLE 10 MISCELLANEOUS PROVISIONS
10.1 This Agreement shall be governed by the law of the place where the Project is located, except that if the parties
have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern
Section 8.3.

10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A2012007, 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 Owners rights and obligations under this Agreement.

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.

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 Architects promotional and professional materials. The Architect shall be given reasonable access to the
completed Project to make such representations. However, the Architects materials shall not include the Owners
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 Owners promotional materials for the Project.

10.8 If the Architect or Owner receives information specifically designated by the other party as confidential or
business proprietary, the receiving party shall keep such information strictly confidential and shall not disclose it to
any other person except to (1) its employees, (2) those who need to know the content of such information in order to
perform services or construction solely and exclusively for the Project, or (3) its consultants and contractors whose
contracts include similar restrictions on the use of confidential information.

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ARTICLE 11 COMPENSATION
11.1 For the Architects Basic Services described under Article 3, the Owner shall compensate the Architect as
follows:
(Insert amount of, or basis for, compensation.)

11.2 For Additional Services designated in Section 4.1, 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.)

11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.3, the
Owner shall compensate the Architect as follows:

11.4 Compensation for Additional Services of the Architects consultants when not included in Section 11.2 or 11.3,
shall be the amount invoiced to the Architect plus percent ( %), or as otherwise
stated below:

11.5 Where compensation for Basic Services is based on a stipulated sum or percentage of the Cost of the Work, the
compensation for each phase of services shall be as follows:

Schematic Design Phase: percent ( %)
Design Development Phase: percent ( %)
Construction Documents Phase: percent ( %)
Bidding or Negotiation Phase: percent ( %)
Construction Phase: percent ( %)

Total Basic Compensation one hundred percent ( 100.00%)

11.6 When compensation is based on a percentage of the Cost of the Work 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, in accordance with the schedule set forth in Section 11.5 based on (1) the
lowest bona fide bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent estimate of
the Cost of the Work for such portions of the Project. 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 Architects consultants, if any, are set forth below.
The rates shall be adjusted in accordance with the Architects and Architects consultants normal review practices.
(If applicable, attach an exhibit of hourly billing rates or insert them below.)

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11.8 COMPENSATION FOR REIMBURSABLE EXPENSES
11.8.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include
expenses incurred by the Architect and the Architects 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 Fees paid for securing approval of authorities having jurisdiction over the Project;
.4 Printing, reproductions, plots, 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, models, mock-ups, professional photography, and presentation materials requested by the
Owner;
.8 Architects Consultants expense of professional liability insurance dedicated exclusively to this
Project, or the expense of additional insurance coverage or limits if the Owner requests such insurance
in excess of that normally carried by the Architects consultants;
.9 All taxes levied on professional services and on reimbursable expenses;
.10 Site office expenses; and
.11 Other similar Project-related expenditures.

11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the
Architects consultants plus percent ( %) of the expenses incurred.

11.9 COMPENSATION FOR USE OF ARCHITECTS INSTRUMENTS OF SERVICE
If the Owner terminates the Architect for its convenience under Section 9.5, or the Architect terminates this
Agreement under Section 9.3, the Owner shall pay a licensing fee as compensation for the Owners continued use of
the Architects Instruments of Service solely for purposes of completing, using and maintaining the Project as follows:

11.10 PAYMENTS TO THE ARCHITECT
11.10.1 An initial payment of Dollars
($ ) shall be made upon execution of this Agreement and is the minimum payment under this
Agreement. It shall be credited to the Owners account in the final invoice.

11.10.2 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed.
Payments are due and payable upon presentation of the Architects 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.)

11.10.3 The Owner shall not withhold amounts from the Architects 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.

11.10.4 Records of Reimbursable Expenses, expenses pertaining to 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:

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ARTICLE 13 SCOPE OF THE AGREEMENT
13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and
supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be
amended only by written instrument signed by both Owner and Architect.

13.2 This Agreement is comprised of the following documents listed below:
.1 AIA Document B1012007, Standard Form Agreement Between Owner and Architect
.2 AIA Document E2012007, Digital Data Protocol Exhibit, if completed, or the following:

.3 Other documents:
(List other documents, if any, including Exhibit A, Initial Information, and additional scopes of service,
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)

CAUTION: You should sign an original AIA Contract Document, on which this text appears in RED. An original assures that
changes will not be obscured.
Document B101
TM
2007 Exhibit A
Initial Information
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for the following PROJECT:
(Name and location or address)

THE OWNER:
(Name and address)

THE ARCHITECT:
(Name and address)

This Agreement is based on the following information.
(Note the disposition for the following items by inserting the requested information or a statement such as not
applicable, unknown at time of execution or to be determined later by mutual agreement.)

ARTICLE A.1 PROJECT INFORMATION
A.1.1 The Owners program for the Project:
(Identify documentation or state the manner in which the program will be developed.)

A.1.2 The Projects physical characteristics:
(Identify or describe, if appropriate, size, location, dimensions, or other pertinent information, such as geotechnical
reports; site, boundary and topographic surveys; traffic and utility studies; availability of public and private utilities
and services; legal description of the site; etc.)

A.1.3 The Owners budget for the Cost of the Work, as defined in Section 6.1:
(Provide total, and if known, a line item break down.)

modification.

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A.1.4 The Owners other anticipated scheduling information, if any, not provided in Section 1.2:

A.1.5 The Owner intends the following procurement or delivery method for the Project:
(Identify method such as competitive bid, negotiated contract, or construction management.)

A.1.6 Other Project information:
(Identify special characteristics or needs of the Project not provided elsewhere, such as environmentally responsible
design or historic preservation requirements.)

ARTICLE A.2 PROJECT TEAM
A.2.1 The Owner identifies the following representative in accordance with Section 5.3:
(List name, address and other information.)

A.2.2 The persons or entities, in addition to the Owners representative, who are required to review the Architects
submittals to the Owner are as follows:

A.2.3 The Owner will retain the following consultants and contractors:
(List discipline and, if known, identify them by name and address.)

A.2.4 The Architect identifies the following representative in accordance with Section 2.3:

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A.2.5 The Architect will retain the consultants identified in Sections A.2.5.1 and A.2.5.2.

A.2.5.1 Consultants retained under Basic Services:
.1 Structural Engineer

.2 Mechanical Engineer

.3 Electrical Engineer

A.2.5.2 Consultants retained under Additional Services:

A.2.6 Other Initial Information on which the Agreement is based:
(Provide other Initial Information.)

Document B102
TM
2007 Instructions
Standard Form of Agreement Between Owner and Architect without a Predefined
Scope of Architects Services
AIA Document B102 2007 (formerly B141 1997 Part 1). Copyright 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974,
1977, 1987, 1997 and 2007 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. Purchasers are permitted to reproduce
ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects
legal counsel, copyright@aia.org.

GENERAL INFORMATION
Purpose
AIA Document B1022007 is a standard form of agreement between Owner and Architect that provides agreement
terms only. B1022007 does not include a scope of Architects services, which must be inserted in Article 1 or attached
as an exhibit to B1022007. The AIA publishes several standard form scopes of service which can be paired with
B1022007, including the following:

B2032007, Standard Form of Architects Services: Site Evaluation and Planning
B2042007, Standard Form of Architects Services: Value Analysis
B2052007, Standard Form of Architects Services: Historic Preservation
B2062007, Standard Form of Architects Services: Security Evaluation and Planning
B2092007, Standard Form of Architects Services: Construction Contract Administration
B2102007, Standard Form of Architects Services: Facility Support Services
B2112007, Standard Form of Architects Services: Commissioning
B2142007, Standard Form of Architects Services: LEED
Certification
B2522007, Standard Form of Architects Services: Architectural Interior Design
B2532007, Standard Form of Architects Services: Furniture, Furnishings and Equipment Design

B1022007 was developed to replace, and to serve the same purpose as, AIA Document B1411997 Part 1. B102
2007 uses the same terminology found in B1012007, Agreement Between Owner and Architect. B1022007 may be
used with a variety of compensation methods, further described in these Instructions.

Dispute ResolutionMediation and Arbitration
This document contains provisions for mediation and arbitration of claims and disputes. Mediation is a non-binding
process, but is mandatory under the terms of this agreement. Arbitration may be mandatory under the terms of this
agreement. Arbitration is binding in most states and under the Federal Arbitration Act. In a minority of states,
arbitration provisions relating to future disputes are not enforceable but the parties may agree to arbitrate after the
dispute arises. Even in those states, under certain circumstances (for example, in a transaction involving interstate
commerce), arbitration provisions may be enforceable under the Federal Arbitration Act.


Why Use AIA Contract Documents
AIA contract documents are the product of a consensus-building process aimed at balancing the interests of all parties
on the construction project. The documents reflect actual industry practices, not theory. They are state-of-the-art legal
documents, regularly revised to keep up with changes in law and the industryyet they are written, as far as possible, in
everyday language. Finally, AIA contract documents are flexible: they are intended to be modified to fit individual
projects, but in such a way that modifications are easily distinguished from the original, printed language.

Use of Non-AIA Forms
If a combination of AIA documents and non-AIA documents is to be used, particular care must be taken to achieve
consistency of language and intent among documents. Certain owners require the use of owner-architect agreements and
other contract forms which they prepare. Such forms should be carefully compared to the standard AIA forms for which
they are being substituted before execution of an agreement. If there are any significant omissions, additions or
variances from the terms of the related standard AIA forms, both legal and insurance counsel should be consulted. Of
particular concern is the need for consistency between the Owner-Architect Agreement and related documents and the
1


anticipated General Conditions of the Contract for Construction in the delineation of the Architects construction
contract administration services and responsibilities.

Letter Forms of Agreement
Letter forms of agreement are generally discouraged by the AIA, as is the performance of a part or the whole of
professional services based on oral agreements or understandings. The AIAs agreement forms have been developed
through more than 100 years of experience and have been tested repeatedly in the courts. In addition, the standard forms
have been carefully coordinated with other AIA documents.

Standard Forms
Most AIA documents published since 1906 have contained in their titles the words Standard Form. The term
standard is not meant to imply that a uniform set of contractual requirements is mandatory for AIA members or others
in the construction industry. Rather, the AIA standard documents are intended to be used as fair and balanced baselines
from which the parties can negotiate their bargains. As such, the documents have won general acceptance within the
construction industry and have been uniformly interpreted by the courts. Within an industry spanning 50 stateseach of
them free to adopt different, and perhaps contradictory, laws affecting that industrythey form the basis for a generally
consistent body of construction law.

Use of Current Documents
Prior to using any AIA Contract Document, users should consult www.aia.org or a local AIA component to verify the
most recent edition.

Reproductions
This document is a copyrighted work and may not be reproduced or excerpted from without the express written
permission of the AIA. There is no implied permission to reproduce this document, nor does membership in The
connection with a particular project. The AIA will not permit reproduction outside of the limited license for
reproduction granted above, except upon written request and receipt of written permission from the AIA.


copyright@aia.org.

AIA Document B1022007 contains many significant changes in format and content from B1411997 Part 1, including
changes to foster clarity in the Owner-Architect agreement. Described below are highlights of the major changes.


Architects Insurance Requirements: Section 1.5 contains a new provision wherein the parties may set forth the types
and limits of insurance the Architect is required to carry for the Project. Specifically, B1022007 lists General Liability,
Automobile Liability, Workers Compensation and Professional Liability.

Copyright and Licensing of the Instruments of Services: In B1022007, as in B1411997, the Architect and the
Architects consultants are deemed the authors and owners of their respective Instruments of Service, and they retain all
common law and statutory rights, including copyright. In B1022007, however, the license granted to the Owner to use
the Instruments of Services has been substantially revised. Under B1022007, the Owner receives a license to use the
Instruments of Service solely and exclusively for constructing, using, maintaining, altering and adding to the Project.
This license will only terminate if the Architect rightfully terminates the Agreement for cause due to the Owners
default. In the absence of such a termination by the Architect, the Owner retains the license to use the Instruments of
Service after completion of the Project or the Owners termination of the Agreement. If the Owner subsequently uses
the Instruments of Services without retaining the author of the Instruments of Service, the Owner agrees to release and
indemnify the Architect for such uses. If the Owner rightfully terminates the Agreement for cause, however, the Owner
is not required to release and indemnify the Architect for its further use of the Instruments of Service. If the Owner
2


terminates the Agreement for its convenience, or the Architect terminates the Agreement due to the Owners suspension
of the Project, B102 provides at Section 6.3 for the Owner to pay a licensing fee to the Architect for the Owners
continued use of the Architects Instruments of Service.

Instead, the parties are required to select at Section 4.2.4 from three choices of binding dispute resolution: (1)
arbitration, (2) litigation or (3) another method that they must identify.

USING B1022007
Modifications
Particularly with respect to professional or contractor licensing laws, building codes, taxes, monetary and interest charges,
arbitration, indemnification, format and font size, AIA Contract Documents may require modification to comply with state
or local laws. Users are encouraged to consult an attorney before completing or modifying a document.



permits.


AIAs copyright.

Cover Page


Project Description: The proposed Project should be described in sufficient detail to identify (1) the official name or
title of the facility, (2) the location of the site, if known, (3) the proposed building usage, and (4) the size, capacity or
scope of the Project, if known.

Article 4 Claims and Disputes
Avoidance and Resolution, free online at www.adr.org.

3




Multiple of Direct Personnel Expense, in which the salaries plus benefits of designated personnel are multiplied by a
factor representing overhead and profit.

Professional Fee Plus Expenses, in which the salaries, benefits and overhead of designated personnel are the expense
and the fee may be a multiplier, percentage or lump sum representing profit.

Hourly Billing Rates, in which salaries, benefits, overhead and profit are included in the rate for designated personnel.

calculation:







The use of any of the compensation methods described above, singly or in combination with other methods, is a
business decision for the Architect and the Owner. Further, the AIA makes no recommendations and has no guidelines
or schedules that specify the amount of compensation an architect should be paid.

the document. For more information about modifying the document, refer to the Modifications section of these Instructions.

EXECUTING B1022007

4
4
Document B102
TM
2007
Standard Form of Agreement Between Owner and Architect without a Predefined
Scope of Architects Services
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AIA Document B102 2007 (formerly B141 1997 Part 1). Copyright 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970,
1974, 1977, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA



1

in the year

BETWEEN the Owner:

and the Architect:


modification.

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TABLE OF ARTICLES






6 COMPENSATION




1.1 The Architect shall provide the following professional services:
(Describe the scope of the Architects services or identify an exhibit or scope of services document setting forth the
Architects services and incorporated into this document in Section 9.2)

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.

1.3 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project.

employment, interest or contribution that would reasonably appear to compromise the Architects professional judgment
with respect to this Project.

1.5 The Architect shall maintain the following insurance for the duration of this Agreement. If any of the requirements
set forth below exceed the types and limits the Architect normally maintains, the Owner shall reimburse the Architect
for any additional cost:
(Identify types and limits of insurance coverage, and other insurance requirements applicable to the Agreement, if any.)





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regarding requirements for and limitations on the Project, including a written program which shall set forth the Owners
objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability,
special equipment, systems and site requirements. Within 15 days after receipt of a written request from the Architect,
the Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate, give notice of
or enforce lien rights.


2.3 The Owner shall coordinate the services of its own consultants with those services provided by the Architect. Upon
the Architects request, the Owner shall furnish copies of the scope of consulting services in the contracts between the
Owner and the Owners consultants. The Owner shall furnish the services of consultants other than those designated 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 maintain professional liability insurance as appropriate to the services provided.


2.5 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 Architects Instruments of Service.

other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such
transmissions.

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 Architects consultants.

3.3 Upon execution of this Agreement, the Architect grants to the Owner a nonexclusive license to use the Architects
Instruments of Service solely and exclusively for the Project, provided that the Owner substantially performs its
obligations, including prompt payment of all sums when due, under this Agreement. The Architect shall obtain similar
nonexclusive licenses from the Architects consultants consistent with this Agreement. The license granted under this
section permits the Owner to authorize the Contractor, Subcontractors, Sub-subcontractors, and material or equipment
suppliers, as well as the Owners consultants and separate contractors, to reproduce applicable portions of the
Instruments of Service solely and exclusively for use in performing services for the Project. If the Architect rightfully
terminates this Agreement for cause as provided in Sections 5.3 and 5.4, the license granted in this Section 3.3 shall
terminate.

3.3.1 In the event the Owner uses the Instruments of Service without retaining the author of the Instruments of Service,
the Owner releases the Architect and Architects 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 Owners use of the Instruments of Service
under this Section 3.3.1.

3.4 Except for the licenses granted in this Article 3, 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

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another party without the prior written agreement of the Architect. Any unauthorized use of the Instruments of Service shall
be at the Owners sole risk and without liability to the Architect and the Architects consultants.

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4.1 GENERAL
4.1.1 The Owner and Architect shall commence all claims and causes of action, whether in contract, tort, or otherwise,
against the other arising out of or related to this Agreement in accordance with the requirements of the method of
binding dispute resolution selected in this Agreement within the period specified by applicable law, but in any case not
more than 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 4.1.1.

4.1.2 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 A2012007, General Conditions of the
Contract for Construction, if applicable. 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.


4.2 MEDIATION
arising out of the Architects 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.

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.

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.

4.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 4.2, the method of binding dispute
resolution shall be the following:



Other (Specify)

4.3 ARBITRATION

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4.3.1 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.

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.



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).

person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described
in the written consent.


performance of services under this Agreement. If the Architect elects to suspend services, the Architect shall give seven
days written notice to the Owner before suspending services. In the event of a suspension of services, the Architect
shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services.
Before resuming services, the Architect shall be paid all sums due prior to suspension and any expenses incurred in the



5.4 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.

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5.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed
prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in
Section 5.7.



6.1 The Owner shall compensate the Architect for services described in Section 1.1 as set forth below, or in the
attached exhibit or scope document incorporated into this Agreement in Section 9.2.
(Insert amount of, or basis for, compensation or indicate the exhibit or scope document in which compensation is
provided for.)

6.2 Reimbursable Expenses are in addition to compensation for the Architects professional services and include
and extranets;
Owner;
.8 Architects Consultants expense of professional liability insurance dedicated exclusively to this Project,
or the expense of additional insurance coverage or limits if the Owner requests such insurance in excess
of that normally carried by the Architects consultants;

6.2.1 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architects
consultants plus an administrative fee of percent ( %) of the expenses incurred.

If the Owner terminates the Architect for its convenience under Section 5.5, or the Architect terminates this Agreement
under Section 5.3, the Owner shall pay a licensing fee as compensation for the Owners continued use of the Architects
Instruments of Service solely for purposes of the Project as follows:


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6.4.4 Records of Reimbursable Expenses and services performed on the basis of hourly rates shall be available to the
Owner at mutually convenient times.

7.1 This Agreement shall be governed by the law of the place where the Project is located, except that if the parties have
selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 4.3.

7.2 Terms in this Agreement shall have the same meaning as those in AIA Document A2012007, General Conditions
of the Contract for Construction.

7.3 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 Owners rights and obligations under this Agreement.

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.

7.5 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.

7.6 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.

information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for
the Architect in the Owners promotional materials for the Project.


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supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended
only by written instrument signed by both Owner and Architect.


.3 Other documents:
(List other documents, including the Architects scope of services document, hereby incorporated into the
Agreement.)

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(Printed name and title) (Printed name and title)
Document B103
TM
2007 Instructions
Standard Form of Agreement Between Owner and Architect for a Large or
Complex Project
AIA Document B103 2007. Copyright 2007 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. Purchasers are permitted to
reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of
Architects legal counsel, copyright@aia.org.

GENERAL INFORMATION
Purpose. AIA Document B1032007 is a standard form of agreement between Owner and Architect for building design
and construction contract administration for large or complex projects. B1032007 is a one-part document that was
developed to replace AIA Documents B1411997, Parts 1 and 2, and B1511997 specifically with respect to large
or complex projects. B1032007 returns to the traditional division of services into Basic and Additional Services. Basic
Services are based on five traditional phases: Schematic Design, Design Development, Construction Documents,
Bidding or Negotiation, and Construction. This document may be used with a variety of compensation methods,
including percentage of construction cost and stipulated sum.

In B1032007 the Architect does not prepare cost estimates, but agrees to design the Project to meet the Owners budget
for the Cost of the Work at the conclusion of the Design Development Phase Services. B1032007 assumes that the
Owner will retain third parties to provide cost estimates and Project schedules, and may implement fast-track, phased or
accelerated scheduling. If the Architect will provide cost estimates and will design the Project to meet the Owners
budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services, the parties should
consider using B1012007, Standard Form of Agreement Between Owner and Architect.




printed language.


1
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copyright@aia.org.

AIA Document B1032007 contains many significant changes in format and content from the former B1411997 and
B1511997. A key change between B1032007 and B1411997 is that B103 returns to a unitary standard form
agreement rather than the two standard forms and thus B1032007 more closely follows the B1511997 format.
B1032007 arranges the Architects services in terms of Basic Services and Additional Services. Basic Services are
described within the five traditional phases of a Project: Schematic Design, Design Development, Construction
Documents, Bidding or Negotiating, and Construction. Additional Services consist of any services not described as Basic
Services. B1032007 assumes that the Owner will retain a third party to provide cost estimates, or that the Project will
implement fast-track, phased or accelerated scheduling. The Owners responsibilities and the Architects services have
been revised to conform to those assumptions.

There are many other changes to foster clarity in the Owner-Architect agreement as well. Described below are highlights
of major changes in B1032007, Standard Form of Agreement Between Owner and Architect for a Large or Complex
Project.

Standard of Care: B1032007 contains a provision at Section 2.2 stating the applicable standard of care under which
the Architect shall perform its services.

Architects Insurance Requirements: Section 2.5 contains a provision wherein the parties may set forth the types and
limits of insurance the Architect is required to carry for the Project. Specifically, B1032007 lists Comprehensive
General Liability, Automobile Liability, Workers Compensation and Employers Liability, and Professional Liability.

design for the Project. The Architect is required to make such considerations consistent with the Owners program,

Copyright and Licensing of the Instruments of Services: In B1032007, as in B1411997 and B1511997, the
Architect and the Architects consultants are deemed the authors and owners of their respective Instruments of Service,
2
Document is

and they retain all common law and statutory rights, including copyright. In B1032007, however, the license granted to
the Owner to use the Instruments of Services has been substantially revised. Under B1032007, the Owner receives a
license to use the Instruments of Service solely and exclusively for constructing, using, maintaining, altering and adding
to the Project. This license will only terminate if the Architect rightfully terminates the Agreement for cause due to the
agrees to release and indemnify the Architect for such uses. If the Owner rightfully terminates the Agreement for cause,
however, the Owner is not required to release and indemnify the Architect for its further use of the Instruments of
Service. If the Owner terminates the Agreement for its convenience, or the Architect terminates the Agreement due to the
Owners suspension of the Project, B103 provides at Section 11.9 for the Owner to pay a licensing fee to the Architect
for the Owners continued use of the Architects Instruments of Service.

Indemnification: B1032007 contains a provision at Section 8.1.3 requiring the Architect to indemnify the Owner from
claims made by third parties to the extent they are caused by negligent acts or omissions of the Architect. The duty to
indemnify is limited to the available proceeds of insurance coverage.

Instead, the parties are required to select at Section 8.2.4 from three choices of binding dispute resolution: (1) arbitration,
(2) litigation or (3) another method that they must identify.

USING B1032007
Modifications



permits.


AIAs copyright.

Cover Page

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Project, if known.

1.1 Initial Information is provided in Section 1.1. The parties should take care to be as explicit and detailed as possible

1.2 The parties must set forth the Owners anticipated design and construction schedule, including design phase
milestone dates, as those dates are to be incorporated into the Architects initial schedule for the Architects services.

4.1 The parties should complete the table contained at Section 4.1 prior to executing the Agreement. For each service
listed, the parties should indicate the party responsible for providing the service in the appropriate column and identify
the place where the service is described, e.g., Section 4.2 or an exhibit attached to this document and identified
below etc. The Architect is not responsible for any listed service unless specifically so designated in the Responsibility
column of the table.








personnel.

calculation:




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Instructions.

EXECUTING B1032007

6
Document B103
TM
2007
Standard Form of Agreement Between Owner and Architect for a Large or
Complex Project

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in the year


and the Architect:


modification.
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TABLE OF ARTICLES






6 COST OF THE WORK





11 COMPENSATION



1.1 This Agreement is based on the Initial Information set forth in this Section 1.1.

1.1.1 The Owners program for the Project:

1.1.2 The Projects physical characteristics:

1.1.3 The Owners budget for the Cost of the Work, as defined in Section 6.1:
(Provide total and, if known, a line item breakdown.)

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1.1.4 The Owners anticipated design and construction schedule:
.1 Design phase milestone dates, if any:

.2 Commencement of construction:

.3 Substantial Completion date or milestone dates:

.4 Other:

1.1.5 The Owner intends the following procurement or delivery method for the Project:
(Identify method such as competitive bid, negotiated contract or construction management.)

1.1.6 The Owners requirements for accelerated or fast-track scheduling, multiple bid packages, or phased
construction are set forth below:
(List number and type of bid/procurement packages.)

1.1.7 Other Project information:

1.1.8 The Owner identifies the following representative in accordance with Section 5.4:

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1.1.9 The persons or entities, in addition to the Owners representative, who are required to review the Architects

1.1.10 The Owner will retain the following consultants and contractors:
.1 Cost Consultant:

.2 Scheduling Consultant:

.3 Geotechnical Engineer:

.4 Civil Engineer:

.5 Other, if any:
(List any other consultants or contractors retained by the Owner, such as a Project or
Program Manager, construction contractor, or construction manager as constructor.)

1.1.11 The Architect identifies the following representative in accordance with Section 2.3:

1.1.12 The Architect will retain the consultants identified in Sections 1.1.12.1 and 1.1.12.2:

1.1.12.1 Consultants retained under Basic Services:
.1 Structural Engineer:

.2 Mechanical Engineer:

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.3 Electrical Engineer:

1.1.12.2 Consultants retained under Additional Services:

1.1.13 Other Initial Information on which the Agreement is based:



the Project.

Project.

employment, interest or contribution that would reasonably appear to compromise the Architects professional
judgment with respect to this Project.

the Architect for any additional cost.

2.5.1 Comprehensive General Liability with policy limits of not less than
Dollars ($ ) for each occurrence and in the aggregate for bodily injury and property damage.

2.5.2 Automobile Liability covering owned and rented vehicles operated by the Architect with policy limits of not
less than Dollars ($ )
combined single limit and aggregate for bodily injury and property damage.

2.5.3 The Architect may use umbrella or excess liability insurance to achieve the required coverage for
Comprehensive General Liability and Automobile Liability, provided that such umbrella or excess insurance results in
the same type of coverage as required for the individual policies.

2.5.4 Workers Compensation at statutory limits and Employers Liability with a policy limit of not less than
Dollars ($ ).

2.5.5 Professional Liability covering the Architects negligent acts, errors and omissions in its performance of
professional services with policy limits of not less than Dollars
($ ) per claim and in the aggregate.
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2.5.6 The Architect shall provide to the Owner certificates of insurance evidencing compliance with the requirements
in this Section 2.5. The certificates will show the Owner as an additional insured on the Comprehensive General
Liability, Automobile Liability, umbrella or excess policies.

mechanical, and electrical engineering services. Services not set forth in this Article 3 are Additional Services.



3.1.3 As soon as practicable after the date of this Agreement, the Architect shall submit to the Owner and the
Scheduling Consultant a schedule of the Architects services for inclusion in the Project schedule. The schedule of the
Architects services shall include design milestone dates, anticipated dates when cost estimates or design reviews may
occur, and allowances for periods of time required (1) for the Owners review (2) for the performance of the Owners
consultants, and (3) for approval of submissions by authorities having jurisdiction over the Project.

3.1.4 Upon the Owners reasonable request, the Architect shall submit information to the Scheduling Consultant and
participate in developing and revising the Project schedule as it relates to the Architects services.

3.1.5 Once the Owner and the Architect agree to the time limits established by the Project schedule, the Owner and
the Architect shall not exceed them, except for reasonable cause.

approval.





of the Project.

3.2.4 Based on the Project requirements agreed upon with the Owner, the Architect shall prepare and present for the
Owners approval a preliminary design illustrating the scale and relationship of the Project components.

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Owners schedule and budget for the Cost of the Work.

3.2.6 The Architect shall submit the Schematic Design Documents to the Owner and the Cost Consultant. The
Architect shall meet with the Cost Consultant to review the Schematic Design Documents.

3.2.7 Upon receipt of the Cost Consultants estimate at the conclusion of the Schematic Design Phase, the Architect
shall take action as required under Section 6.4, and request the Owners approval of the Schematic Design
Documents. If revisions to the Schematic Design Documents are required to comply with the Owners budget for the
Cost of the Work at the conclusion of the Schematic Design Phase, the Architect shall incorporate the required
revisions in the Design Development Phase.

adjustments in the Project requirements and the budget for the Cost of the Work pursuant to Section 5.3, the Architect
shall prepare Design Development Documents for the Owners 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 such other elements as may be appropriate. 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 Prior to the conclusion of the Design Development Phase, the Architect shall submit the Design Development
documents to the Owner and the Cost Consultant. The Architect shall meet with the Cost Consultant to review the
Design Development Documents.

3.3.3 Upon receipt of the Cost Consultants estimate at the conclusion of the Design Development Phase, the
Architect shall take action as required under Sections 6.5 and 6.6 and request the Owners approval of the Design
Development Documents.



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3.4.4 Prior to the conclusion of the Construction Documents Phase, the Architect shall submit the Construction
Documents to the Owner and the Cost Consultant. The Architect shall meet with the Cost Consultant to review the
Construction Documents.

3.4.5 Upon receipt of the Cost Consultants estimate at the conclusion of the Construction Documents Phase, the
Architect shall take action as required under Section 6.7 and request the Owners approval of the Construction
Documents.

3.5.1 GENERAL


.1 facilitating the reproduction of Bidding Documents for distribution to prospective bidders,
.2 participating in a pre-bid conference for prospective bidders, and
interpretations of the Bidding Documents in the form of addenda.


3.5.3.1 Proposal Documents shall consist of proposal requirements, and proposed Contract Documents.

.1 facilitating the reproduction of Proposal Documents for distribution to prospective contractors, and
.2 participating in selection interviews with prospective contractors; and
.3 participating in negotiations with prospective contractors.


3.6.1 GENERAL

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3.6.1.3 Subject to Section 4.3, the Architects responsibility to provide Construction Phase Services commences with
Payment.

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 report to the Owner (1) known deviations from the Contract Documents and from the most
recent construction schedule, and (2) defects and deficiencies observed in the Work.



Contract Documents.



Contract Sum.


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3.6.4 SUBMITTALS

a component.

appropriate performance and design criteria that such services must satisfy. The Architect shall review shop drawings








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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



Services Responsibility
(Architect, Owner
or
Not Provided)
identified below)
4.1.1 Programming
4.1.14 As designed record drawings
4.1.15 As constructed record drawings
(B2062007)

4.1.24 LEED
(B2532007)

4.1.27 Other

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Section 4.3 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment in the

the Owners schedule or budget for Cost of the Work, or procurement or delivery method, or bid
packages in addition to those listed in Section 1.1.6;

certification;

Architect;
.3 Preparing Change Orders, and Construction Change Directives that require evaluation of Contractors
Completion, identified in Initial Information, whichever is earlier.

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.1 ( ) reviews of each Shop Drawing, Product Data item, sample and similar
submittals of the Contractor
.2 ( ) visits to the site by the Architect over the duration of the Project 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



5.2 The Owner shall furnish the services of a Scheduling Consultant that shall be responsible for creating the overall
Project schedule. The Owner shall adjust the Project schedule, if necessary, as the Project proceeds.

related to all of these costs. The Owner shall furnish the services of a Cost Consultant that shall be responsible for
preparing all estimates of the Cost of the Work. If the Owner significantly increases or decreases the Owners 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 budget for the Cost of the Work or in the Projects scope and quality.

5.3.1 The Owner acknowledges that accelerated, phased or fast-track scheduling provides a benefit, but also carries
with it associated risks. Such risks include the Owner incurring costs for the Architect to coordinate and redesign
portions of the Project affected by procuring or installing elements of the Project prior to the completion of all relevant
Construction Documents, and costs for the Contractor to remove and replace previously installed Work. If the Owner
selects accelerated, phased or fast-track scheduling, the Owner agrees to include in the budget for the Project
sufficient contingencies to cover such costs.




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in this Agreement, or authorize the Architect to furnish them as an Additional Service, when the Architect requests
that its consultants maintain professional liability insurance and other liability insurance as appropriate to the services
provided.




5.11 Except as otherwise provided in this Agreement, or when direct communications have been specially
authorized, the Owner shall endeavor to communicate with the Contractor and the Architects consultants through the
Architect about matters arising out of or relating to the Contract Documents. The Owner shall promptly notify the
Architect of any direct communications that may affect the Architects services.




the Project as required under Sections 5.3 and 6.4. Evaluations of the Owners budget for the Cost of the Work
represent the Architects judgment as a design professional.

6.3 The Owner shall require the Cost Consultant to include appropriate contingencies for design, bidding or
negotiating, price escalation, and market conditions in estimates of the Cost of the Work. The Architect shall be
entitled to rely on the accuracy and completeness of estimates of the Cost of the Work the Cost Consultant prepares as
the Architect progresses with its Basic Services. The Architect shall prepare, as an Additional Service, revisions to the
Drawings, Specifications or other documents required due to the Cost Consultants inaccuracies or incompleteness in
preparing cost estimates. The Architect may review the Cost Consultants estimates solely for the Architects
guidance in completion of its services, however, the Architect shall report to the Owner any material inaccuracies and
inconsistencies noted during any such review.

6.4 If, prior to the conclusion of the Design Development Phase, the Cost Consultants estimate of the Cost of the
Work exceeds the Owners budget for the Cost of the Work, the Architect, in consultation with the Cost Consultant,
shall make appropriate recommendations to the Owner to adjust the Projects size, quality or budget, and the Owner
shall cooperate with the Architect in making such adjustments.

6.5 If the estimate of the Cost of the Work at the conclusion of the Design Development Phase exceeds the Owners
budget for the Cost of the Work, the Owner shall
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incorporate the required modifications in the Construction Documents Phase as necessary to comply with the Owners
budget for the Cost of the Work at the conclusion of the Design Development Phase Services, or the budget as
adjusted under Section 6.5.1. The Architects modification of the Construction Documents shall be the limit of the
Architects responsibility as a Basic Service under this Article 6.

6.7 After incorporation of modifications under Section 6.6, the Architect shall, as an Additional Service, make any
required revisions to the Drawings, Specifications or other documents necessitated by subsequent cost estimates that
exceed the Owners budget for the Cost of the Work, except when the excess is due to changes initiated by the
Architect in scope, basic systems, or the kinds and quality of materials, finishes or equipment.

such transmissions.



7.3.1 In the event the Owner uses the Instruments of Service without retaining the authors of the Instruments of

consultants.

8.1 GENERAL
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8.1.3 The Architect shall indemnify and hold the Owner and the Owners officers and employees harmless from and
against damages, losses and judgments arising from claims by third parties, including reasonable attorneys fees and
expenses recoverable under applicable law, but only to the extent they are caused by the negligent acts or omissions of
the Architect, its employees and its consultants in the performance of professional services under this Agreement. The
Architects duty to indemnify the Owner under this provision shall be limited to the available proceeds of insurance
coverage.


8.2 MEDIATION






Other (Specify)

8.3 ARBITRATION
8.3.1 If the parties have selected arbitration as the method for binding dispute resolution in this Agreement any
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date of the Agreement. A demand for arbitration shall be made in writing, delivered to the other party to this










termination.


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Section 8.3.








follows:

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11.4 Compensation for Additional Services of the Architects consultants when not included in Sections 11.2 or
11.3, shall be the amount invoiced to the Architect plus percent ( %), or as
otherwise stated below:




The Owner acknowledges that with an accelerated Project delivery or multiple bid package process, the Architect may
be providing its services in multiple Phases simultaneously. Therefore, the Architect shall be permitted to invoice
monthly in proportion to services performed in each Phase of Services, as appropriate.



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and extranets;
Owner;







12.1 Special terms and conditions that modify this Agreement are as follows:

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.3 Other documents:
(List other documents, if any, including additional scopes of service forming part of the Agreement.)





Document B104
TM
2007 Instructions
Standard Form of Agreement Between Owner and Architect for a Project
of Limited Scope
AIA Document B104 2007. Copyright 1974, 1978, 1987, 1997 and 2007 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. Purchasers
are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects legal counsel, copyright@aia.org.

GENERAL INFORMATION
Purpose. AIA Document B1042007 is a new standard form of agreement between Owner and Architect for building
design and construction contract administration, for use where the Project is limited in scope. If the Project is for very
small commercial or residential construction, consider using B1052007, Standard Form of Agreement Between
Owner and Architect for a Residential or Small Commercial Project. B1042007 is an abbreviated version of
B1012007, Standard Form of Agreement between Owner and Architect. This document may be used with a variety
of compensation methods, including percentage of construction cost and stipulated sum.

B1042007 assumes that the Architect will provide cost estimates and will design the Project to meet the Owners
budget for the Cost of the Work. If the Owner will retain a third party to provide cost estimates, or if the Project will
implement fast track, phased or accelerated scheduling, the parties should consider using B1032007, Standard Form
of Agreement Between Owner and Architect for a Large or Complex Project.

Related Documents. B1042007 is intended to be used in conjunction with AIA Document A1072007, Standard
Form of Agreement Between Owner and Contractor for a Project of Limited Scope, which it incorporates by reference.
B1042007 also can be used with Architect-Consultant agreements such as AIA Document C4012007. Before
transmitting Instruments of Service or other information in digital form, parties should establish protocols for that
transmission and may use E2012007, Digital Data Protocol Exhibit, for that purpose.



printed language.



1
AIA
Document, or




copyright@aia.org.

SIGNIFICANT FEATURES
Services: AIA Document B1042007 arranges the Architects services in terms of Basic Services and Additional
Services. Basic Services are described within three phases of a Project: Design Phase Services, Construction
Documents Phase Services, and Construction Phase Services. Additional Services consist of any services not described
as Basic Services.

Standard of Care: B1042007 contains a provision at Section 2.1 stating the applicable standard of care under which
the Architect shall perform its services.

Environmentally Responsible Design: During Schematic Design, Section 3.2.2 requires the Architect to discuss with
the Owner environmentally responsible design approaches. Such approaches may include decisions regarding material
choices and building orientation. Section 3.2.3 requires the Architect to make such considerations consistent with the

Copyright and Licensing of the Instruments of Services: In B1042007, the Architect and the Architects consultants
are deemed the authors and owners of their respective Instruments of Service, and they retain all common law and
statutory rights, including copyright. The Owner receives a license to use the Instruments of Service solely and
exclusively for constructing, using, maintaining, altering and adding to the Project. This license will only terminate if the
Architect rightfully terminates the Agreement for cause due to the Owners default. In the absence of such a termination
by the Architect, the Owner retains the license to use the Instruments of Service after completion of the Project or the
Owners termination of the Agreement. If the Owner subsequently uses the Instruments of Services without retaining the
author of the Instruments of Service, the Owner agrees to release and indemnify the Architect for such uses. If the Owner
rightfully terminates the Agreement for cause, however, the Owner is not required to release and indemnify the Architect
for its further use of the Instruments of Service. If the Owner terminates the Agreement for its convenience, or the
Architect terminates the Agreement due to the Owners suspension of the Project, B104 provides at Section 11.9 for the
Owner to pay a licensing fee to the Architect for the Owners continued use of the Architects Instruments of Service.

Binding Dispute Resolution: Mediation is a condition precedent to any form of binding dispute resolution, but binding
arbitration is not mandatory for disputes that fail to settle in mediation. Instead, the parties are required to select at
Section 8.2.3 from three choices of binding dispute resolution: (1) arbitration, (2) litigation or (3) another method that
they must identify.

2
AIA
Document, or
USING B1042007
Modifications



permits.


AIAs copyright.

Cover Page


Project, if known.

The parties should take care to be as explicit and detailed as possible with respect to the relevant Initial Information.

4.1 The parties should review the list of potential Additional Services and determine if the Architect shall be required
to provide any of the listed services. The Architect is not responsible for any listed service unless specifically so
designated in this Section. For each service identified as the Architects responsibility, the parties should describe in
detail the nature of the service or reference an exhibit setting forth such information.

4.2.1 Insert an agreed-upon number in the space provided.


3
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Document, or





personnel.

calculation:











4
AIA
Document, or















Instructions.

EXECUTING B1042007

5
Document B104
TM
2007
Standard Form of Agreement Between Owner and Architect for a Project
of Limited Scope

Init.
/

AIA Document B104 2007. Copyright 1974, 1978, 1987, 1997, and 2007 by The American Institute of Architects. All rights reserved. WARNING:
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. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-
mail The American Institute of Architects legal counsel, copyright@aia.org.

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in the year


and the Architect:


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TABLE OF ARTICLES






6 COST OF THE WORK





11 COMPENSATION



1.1 This Agreement is based on the Initial Information set forth below:
(State below details of the Projects site and program, Owners contractors and consultants, Architects consultants,
Owners budget for the Cost of the Work, and other information relevant to the Project.)


2.1 The Architect shall provide the professional services set forth in this Agreement 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.

3.1 The Architects Basic Services consist of those described in Article 3 and include usual and customary
structural, mechanical, and electrical engineering services.

3.1.1 The Architect shall be entitled to rely on (1) the accuracy and completeness of the information furnished by
the Owner and (2) the Owners approvals. 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.

schedule for the performance of the Architects services. 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 Owners
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approval, the Architect shall adjust the schedule, if necessary, as the Project proceeds until the commencement of
construction.


3.2 DESIGN PHASE SERVICES

3.2.2 The Architect shall discuss with the Owner the Owners program, schedule, budget for the Cost of the Work,
Project site, and alternative approaches to design and construction of the Project, including the feasibility of
incorporating environmentally responsible design approaches. The Architect shall reach an understanding with the
Owner regarding the Project requirements.

3.2.3 The Architect shall consider the relative 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 Owners schedule and budget for the Cost of the Work.

3.2.4 Based on the Project requirements, the Architect shall prepare Design Documents for the Owners approval
consisting of drawings and other documents appropriate for the Project and the Architect shall prepare and submit to
the Owner a preliminary estimate of the Cost of the Work.

Section 6.3.

3.2.6 The Architect shall submit the Design Documents to the Owner, and request the Owners approval.

3.3.1 Based on the Owners approval of the Design Documents, the Architect shall prepare for the Owners
approval Construction Documents consisting of Drawings and Specifications setting forth in detail the requirements
for the construction of the Work. The Owner and Architect acknowledge that in order to construct 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 3.4.4.



3.3.4 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 Owners
approval.

3.3.5 The Architect, following the Owners approval of the Construction Documents and of the latest preliminary
estimate of Construction Cost, shall assist the Owner in awarding and preparing contracts for construction.

3.4.1 GENERAL
3.4.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set
forth below and in AIA Document A1072007, Standard Form of Agreement Between Owner and Contractor for
a Project of Limited Scope. If the Owner and Contractor modify AIA Document A1072007, those modifications
shall not affect the Architects services under this Agreement unless the Owner and the Architect amend this
Agreement.

3.4.1.2 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
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Architect be responsible for the Contractors failure to perform the Work in accordance with the requirements of the
Contract Documents. The Architect shall be responsible for the Architects 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.

3.4.1.3 Subject to Section 4.2, the Architects 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.

3.4.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise
required in Section 4.2.1, 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 observations 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 report to the Owner (1) known deviations from the Contract Documents and
from the most recent construction schedule submitted by the Contractor, and (2) defects and deficiencies observed in
the Work.

3.4.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents and has the
authority to require inspection or testing of the Work.


3.4.2.4 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.

3.4.2.5 The Architect shall render initial decisions on Claims between the Owner and Contractor as provided in the
Contract Documents.

progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents.

payment, or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of
the Contract Sum.

3.4.4 SUBMITTALS
3.4.4.1 The Architect shall review and approve or take other appropriate action upon the Contractors 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 Contractors responsibility. The
Architects review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the
Architect, of any construction means, methods, techniques, sequences or procedures.

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appropriate performance and design criteria that such services must satisfy. The Architect shall review shop
Drawings and other submittals related to the Work designed or certified by the design professional retained by the
Contractor that bear such professionals seal and signature when submitted to the Architect. The Architect shall be
entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals
performed or provided by such design professionals.

3.4.4.3 The Architect shall review and respond to written requests for information about the Contract Documents.
The Architects response to such requests shall be made in writing within any time limits agreed upon, or otherwise
with reasonable promptness.

The Architect may authorize 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
the provisions of Section 4.2.2, the Architect shall prepare Change Orders and Construction Change Directives for
the Owners approval and execution in accordance with the Contract Documents.

The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of
final completion; issue Certificates of Substantial Completion; receive from the Contractor and forward to the

4.1 Additional Services are not included in Basic Services but may be required for the Project. Such Additional
Services may include programming, budget analysis, financial feasibility studies, site analysis and selection,
environmental studies, civil engineering, landscape design, telecommunications/data, security, measured drawings
of existing conditions, coordination of separate contractors or independent consultants, coordination of construction
or project managers, detailed cost estimates, on-site project representation beyond requirements of Section 4.2.1,
value analysis, quantity surveys, interior architectural design, planning of tenant or rental spaces, inventories of
materials or equipment, preparation of record drawings, commissioning, environmentally responsible design beyond
Basic Services, LEED
Certification, fast-track design services, and any other services not otherwise included in
this Agreement.
(Insert a description of each Additional Service the Architect shall provide, if not further described in an exhibit
attached to this document.)

Except for services required due to the fault of the Architect, any Additional Services provided in accordance with
this Section 4.2 shall entitle the Architect to compensation pursuant to Section 11.3.

4.2.1 The Architect has included in Basic Services ( ) site visits over the
duration of the Project during construction. The Architect shall conduct site visits in excess of that amount as an
Additional Service.

4.2.2 The Architect shall review and evaluate Contractors proposals, and if necessary, prepare Drawings,
Specifications and other documentation and data, and provide any other services made necessary by Change Orders
and Construction Change Directives prepared by the Architect as an Additional Service.

4.2.3 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 Architects
services beyond that time shall be compensated as Additional Services.

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expandability, special equipment, systems and site requirements. Within 15 days after receipt of a written request
from the Architect, the Owner shall furnish the requested information as necessary and relevant for the Architect to


5.3 The Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for
the site of the Project, a written legal description of the site, and services of geotechnical engineers or other
consultants when the Architect requests such services and demonstrates that they are reasonably required by the
scope of the Project.

Owner and the Owners consultants. The Owner shall require that its consultants maintain professional liability
insurance as appropriate to the services provided.


5.6 The Owner shall furnish all legal, insurance and accounting services, including auditing services that may be


5.8 The Owner shall endeavor to communicate with the Contractor through the Architect about matters arising out
of or relating to the Contract Documents.


rights-of-way, financing, contingencies for changes in the Work or other costs that are the responsibility of the
Owner.

6.2 The Owners budget for the Cost of the Work is provided in Initial Information, and may be adjusted
throughout the Project as required under Sections 5.2, 6.4 and 6.5. Evaluations of the Owners budget for the Cost of
the Work, the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work prepared
by the Architect, represent the Architects 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 Contractors methods of
and does not warrant or represent that bids or negotiated prices will not vary from the Owners 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 make reasonable adjustments in the program and
scope of the Project and to include in the Contract Documents alternate bids as may be necessary to adjust the
estimated Cost of the Work to meet the Owners budget for the Cost of the Work. The Architects estimate of the
Cost of the Work shall be based on current area, volume or similar conceptual estimating techniques. If the Owner
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requests detailed cost estimating services, the Architect shall provide such services as an Additional Service under
Article 4.

6.4 If the bidding has not commenced within 90 days after the Architect submits the Construction Documents to
the Owner, through no fault of the Architect, the Owners budget for the Cost of the Work shall be adjusted to
reflect changes in the general level of prices in the applicable construction market.


6.6 If the Owners current 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
.3 terminate in accordance with Section 9.5;

Article 6.

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. If the Owner and Architect intend to transmit Instruments of
Service or any other information or documentation in digital form, they shall endeavor to establish necessary
protocols governing such transmissions.

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 Architects consultants.

and adding to the Project, provided that the Owner substantially performs its obligations, including prompt payment
of all sums when due, under this Agreement. The Architect shall obtain similar nonexclusive licenses from the
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 author of the Instruments of Service,
the Owner releases the Architect and Architects 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 Owners 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.

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consultants.

8.1 GENERAL
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.

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 A1072007, Standard Form
of Agreement Between Owner and Contractor for a Project of Limited Scope. 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 partys termination of this Agreement, except as specifically provided in Section 9.6.

8.2 MEDIATION

8.2.2 Mediation, 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 the
Agreement. The parties shall share the mediators 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.

(Check the appropriate box. If the Owner and Architect do not select a method of binding dispute resolution below,
or do not subsequently agree in writing to a binding dispute resolution method other than litigation, the dispute will
be resolved in a court of competent jurisdiction.)



Other (Specify)

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
date of the Agreement.

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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.


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.


considered substantial nonperformance and cause for termination or, at the Architects option, cause for suspension
of performance of services under this Agreement. If the Architect elects to suspend services, the Architect shall give
incurred in the interruption and resumption of the Architects services. The Architects fees for the remaining
services and the time schedules shall be equitably adjusted.



fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating
the termination.


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9.7 Termination Expenses are in addition to compensation for the Architects services and include expenses
directly attributable to termination for which the Architect is not otherwise compensated, plus an amount for the
Architects anticipated profit on the value of the services not performed by the Architect.

10.1 This Agreement shall be governed by the law of the place where the Project is located, except that if the
parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern
Section 8.3.

10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A1072007, Standard Form
of Agreement Between Owner and Contractor for a Project of Limited Scope.

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 Owners rights and obligations under this Agreement.

10.4 If the Owner requests the Architect to execute certificates or consents, the proposed language of such
certificates or consents shall be submitted to the Architect for review at least 14 days prior to the requested dates of
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.

10.6 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 Architects promotional and professional materials. However, the Architects materials shall not
include information the Owner has identified in writing as confidential or proprietary.

11.1 For the Architects Basic Services as described under Article 3, the Owner shall compensate the Architect as
follows:



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11.4 Compensation for Additional Services of the Architects consultants when not included in Section 11.2 or
11.3, shall be the amount invoiced to the Architect plus percent ( %), or as
otherwise stated below:

11.5 Where compensation for Basic Services is based on a stipulated sum or percentage of the Cost of the Work,
the compensation for each phase of services shall be as follows:




11.7 The hourly billing rates for services of the Architect and the Architects consultants, if any, are set forth
below. The rates shall be adjusted in accordance with the Architects and Architects consultants normal review
practices.

.2 Long distance services, dedicated data and communication services, teleconferences, Project Web
sites, and extranets;
.6 Expense of overtime work requiring higher than regular rates if authorized in advance by the Owner;
Owner;
.8 Expense of professional liability insurance dedicated exclusively to this Project or the expense of
additional insurance coverage or limits requested by the Owner in excess of that normally carried by
the Architect and the Architects consultants;


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the Architects Instruments of Service solely for purposes of completing, using and maintaining the Project as
follows:

($ ) shall be made upon execution of this Agreement and is the minimum payment under
this Agreement. It shall be credited to the Owners account in the final invoice.


11.10.3 The Owner shall not withhold amounts from the Architects compensation to impose a penalty or
liquidated damages on the Architect, or to off set 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.




13.2 This Agreement incorporates the following documents listed below:
(List other documents, if any, including additional scopes of service and AIA Document E2012007, Digital Data
Protocol Exhibit, if completed, forming part of the Agreement.)





Document B105
TM
2007 Instructions
Standard Form of Agreement Between Owner and Architect for a Residential
or Small Commercial Project

AIA Document B105 2007 (formerly B155 1993). Copyright 1993 and 2007 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

1

GENERAL INFORMATION
Purpose
AIA Document B1052007 is intended to be used for a residential or small commercial project that is modest in size
and brief in duration. For larger and more complex projects, other AIA agreements are more suitable, such as
B1042007, Agreement Between Owner and Architect for a Project of Limited Scope. For even larger or more
complex projects, Owner/Architect agreements B1012007 or B1032007 are appropriate.

Related Documents
B1052007 and AIA Document A1052007, Standard Form of Agreement Between Owner and Contractor for a
Residential or Small Commercial Project, comprise the Small Projects family of documents. Within a document family,
common definitions and parallel phrasing combine to form a consistent structure in support of all the major contractual
relationships on the construction project. B105 adopts A105 by reference as it sets forth the Architects responsibilities
during the Construction Phase.

Alternate Dispute Resolution (ADR) Methods
In order to maintain the condensed nature of this document, arbitration and other ADR provisions are omitted, but the
parties may include them under Article 7. Even if not included in the agreement, the parties may agree to use ADR
methods to resolve disputes instead of filing claims in court. For information about various methods of dispute
resolution, refer to The Construction Industrys Guide to Dispute Avoidance and Resolution, free online at
www.adr.org.

consistency of language and intent. Of particular concern is the need for consistency between the Owner-Architect
Agreement and the anticipated General Conditions of the Contract for Construction in the delineation of the Architects
Construction Phase services and responsibilities.

professional services based on oral agreements or understandings. The standard AIA agreement forms have been
developed through more than 100 years of experience and have been tested repeatedly in the courts. In addition, the
standard forms have been carefully coordinated with other AIA documents.

Prior to using any AIA Contract Document, users should consult the AIA, an AIA component chapter or a current AIA
Documents List to determine the current edition of each document.

Reproductions
American Institute of Architects confer any further rights to reproduce this document.

This document is intended for use as a consumablethat is, the original document purchased is to be consumed in the
course of its use. This document may not be reproduced for project manuals. If a user wishes to include a sample or
samples of this document in a project manual, the normal practice is to purchase a quantity of the preprinted forms,
binding one in each of the manuals.

The AIA hereby grants the purchaser a limited license to reproduce a maximum of ten copies of a completed
B1052007, but only for use in connection with a particular project. The AIA will not permit reproduction outside of

WARNING: This AIA
AIA

the limited license for reproduction granted above, except upon written request and receipt of written permission from
the AIA.


copyright@aia.org.

AIA Document B1052007 is the successor to AIA Document B1551993. B105 incorporates alterations proposed
by architects, contractors, owners, and consultants. Significant change is made to the document format to streamline and
simplify it by removing paragraph numbering. The following are some of the changes made to the contents from
B1551993.

Title: The title of this document is changed to be more specific about its potential uses.

Article 1: The Architects standard of care is revised. The description of the Architects responsibilities is rewritten for
clarity. A fill point is added for a description of any consulting services to be provided by the Architect.

Article 2: Language is added to the Owners responsibilities with respect to providing timely decisions and information,
and requiring the Owner to furnish consulting services required for the Project that are not provided
by the Architect.

Article 3: The definition of the Architects instruments of service is now clarified as drawings, specifications and other
documents prepared by the Architect. Language is added providing that the Owners right to use the instruments of
service ceases upon completion of the Project and that transmission of copyright-protected information is authorized.

Article 4: An addition is made to provide for mutual termination upon seven days notice if the Project is suspended for
more than 90 days.

Article 5: A statement is added that nothing in the Agreement creates a contractual relationship with, or a cause of
action in favor of, a third party against the Owner or the Architect.

USING B1052007
Modifications
charges, arbitration, indemnification, format and font size, AIA Contract Documents may require modification to
comply with state or local laws. Users are encouraged to consult an attorney before completing or modifying a
document.


However, care must be taken in making these kinds of deletions.

Under NO circumstances should standard language be struck out to render it illegible. For example, users should not
apply blocking tape, correction fluid or Xs that would completely obscure text. Such practices may raise suspicion of
fraudulent concealment, or suggest that the completed and signed document has been tampered with. Both parties
should initial handwritten changes.

permits.

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AIAs copyright.

Cover Page
Date: The date represents the date the Agreement becomes effective. It may be the date that an original oral agreement
was reached, the date the Agreement was originally submitted to the Owner, the date authorizing action was taken or the

Identification of Parties: Parties to this Agreement should be identified using the full address and legal name under
which the Agreement is to be executed.

Project: The proposed Project should be described in sufficient detail to identify: (1) the official name or title of the
facility; (2) the location of the site, if known; (3) the proposed building type and usage; and (4) the size, capacity or
scope of the project.

Article 1 Architects Responsibilities
At the end of paragraph one, insert a description of any consulting services the Architect will provide.

Article 6 Payments and Compensation to the Architect
Insert the amount of, or the method for calculating, the Architects compensation. Some sample methods of computing
compensation are provided below:

Multiple of Direct Personnel Expense: Compensation for services rendered by principals, employees and
professional consultants shall be based on a Multiple of Direct Personnel Expense. Direct Personnel Expense is the
direct salaries of the architects personnel engaged on the project and the portion of the cost of their mandatory and
customary contributions and benefits related thereto, such as employment taxes and other statuatory employee
benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits.

Professional Fee Plus Expenses: Compensation shall be a Fixed Fee of ________ Dollars ($______), plus
compensation for services rendered by Principals, employees and professional consultants.

Stipulated Sum: Compensation shall be a stipulated sum of ________ Dollars ($______).

Percentage of Construction Cost: Compensation shall be based on ________ percent (___%) of Construction Cost.
The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed
or specified by the Architect and shall include the cost at current market rates of labor and materials furnished by
the Owner and equipment designed, specified, selected or specially provided for by the Architect, plus a reasonable
allowance for the Contractors overhead and profit. In addition, a reasonable allowance for contingencies shall be
included for market conditions at the time of bidding and for changes in the Work during construction. The
Construction Cost, however, does not include the compensation of the Architect and Architects consultants, the
costs of the land, rights-of-way, financing or other costs which are the responsibility of the Owner.

After inserting the amount or method of compensation, insert the amount of the initial payment, which is to be
determined by the parties.

Insert the percentage amount of the administrative fee to be paid to the Architect for reimbursable expenses.

Insert the number of days at which interest on unpaid invoices will begin to accrue and the rate of interest agreed upon
or leave the interest rate blank to select the legal rate of interest.

Insert the number of months beyond which additional compensation shall be paid for services not completed through
no fault of the Architect.
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Article 7 Other Provisions
Insert any modifications to the standard text of the document, if the modifications are not otherwise inserted elsewhere
in the document. For more information about modifying the document, refer to the Modifications section of these
Instructions.

EXECUTING THE AGREEMENT
Persons executing the Agreement should indicate the capacity in which they are acting (i.e., president, secretary,

4
Document B105
TM
2007
Standard Form of Agreement Between Owner and Architect for a Residential
or Small Commercial Project

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in the year

BETWEEN the Owner:

and the Architect:


modification.
State or local law may impose
requirements on contracts for
home improvements. If this
document will be used for Work
on the Owners residence, the
Owner should consult local
authorities or an attorney to verify
requirements applicable to this
Agreement.

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The Architect shall provide architectural services for the Project as described in this Agreement in a manner consistent
with locally accepted standards for professional skill and care. The Architect shall assist the Owner in determining
consulting services required for the Project. The Architects services include the following consulting services, if any:

During the Design Phase, the Architect shall review the Owners scope of work, budget and schedule and reach an
understanding with the Owner of the Project requirements. Based on the approved Project requirements, the Architect
shall develop a design. Upon the Owners approval of the design, the Architect shall prepare Construction Documents
indicating requirements for construction of the Project and shall coordinate its services with any consulting services
the Owner provides. The Architect shall assist the Owner in filing documents required for the approval of
governmental authorities, in obtaining proposals and in awarding contracts for construction.

During the Construction Phase, the Architect shall act as the Owners representative and provide administration of the
Contract between the Owner and Contractor. The extent of the Architects authority and responsibility during
construction is described in AIA Document A1052007, Standard Form of Agreement Between Owner and
Contractor for a Residential or Small Commercial Project. Generally, the Architects services during construction
include interpreting the Contract Documents, reviewing the Contractors submittals, visiting the site, reviewing and
certifying payments, and rejecting nonconforming Work.

The Owner shall provide full information about the objectives, schedule, constraints and existing conditions of the
Project, and shall establish a budget that includes reasonable contingencies and meets the Project requirements. The
Owner shall provide decisions and furnish required information as expeditiously as necessary for the orderly progress
of the Project. The Architect shall be entitled to rely on the accuracy and completeness of the Owners information.
The Owner shall furnish consulting services not provided by the Architect, but required for the Project, such as
surveying, which shall include property boundaries, topography, utilities, and wetlands information; geotechnical
engineering; and environmental testing services. The Owner shall employ a Contractor, experienced in the type of
Project to be constructed, to perform the construction Work and to provide price information.

ARTICLE 3 USE OF DOCUMENTS
Drawings, specifications and other documents prepared by the Architect are instruments of the Architects service and
are for the Owners use solely with respect to this Project. The Architect shall retain all common law, statutory and
other reserved rights, including the copyright. Upon completion of the Project or termination of this Agreement, the
Owners right to use the instruments of service shall cease. When transmitting copyright-protected information for use
on the Project, the transmitting party represents that it is either the copyright owner of the information, or has
permission from the copyright owner to transmit the information for its use on the Project.

ARTICLE 4 TERMINATION, SUSPENSION OR ABANDONMENT
In the event of termination, suspension or abandonment of the Project by the Owner, the Architect shall be
compensated for services performed. The Owners failure to make payments in accordance with this Agreement shall
be considered substantial nonperformance and sufficient cause for the Architect to suspend or terminate services.
Either the Architect or the Owner may terminate this Agreement after giving no less than seven days written notice if
the Project is suspended for more than 90 days, or if the other party substantially fails to perform in accordance with
the terms of this Agreement.

This Agreement shall be governed by the law of the place where the Project is located. Terms in this Agreement shall
have the same meaning as those in AIA Document A1052007, Standard Form of Agreement Between Owner and
Contractor for a Residential or Small Commercial Project. Neither party to this Agreement shall assign the contract as
a whole without written consent of the other.

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 the Architect.

Init.
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WARNING: This AIA

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3

The Architect and Architects consultants shall have no responsibility for the identification, discovery, presence,
handling, removal or disposal of, or exposure of persons to, hazardous materials in any form at the Project site.

ARTICLE 6 PAYMENTS AND COMPENSATION TO THE ARCHITECT
The Architects Compensation shall be:

The Owner shall pay the Architect an initial payment of
Dollars ($ ) as a minimum payment under this Agreement. The initial payment shall be
credited to the final invoice.

The Owner shall reimburse the Architect for expenses incurred in the interest of the Project, plus
percent ( %).

Payments are due and payable upon receipt of the Architects monthly invoice. Amounts unpaid
( ) days after the invoice date shall bear interest from the date payment is due at the rate of
percent ( %), or in the absence thereof, at the legal rate prevailing at the principal place of business of the
Architect.

At the request of the Owner, the Architect shall provide services not included in Article 1 for additional compensation.
Such services may include providing or coordinating services of consultants not identified in Article 1; revisions due
to changes in the scope, quality or budget; evaluating changes in the Work and Contractors requests for substitutions
of materials or systems; and services not completed within ( ) months of the date
of this Agreement through no fault of the Architect.

ARTICLE 7 OTHER PROVISIONS
(Insert descriptions of other services and modifications to the terms of this Agreement.)




Document B141/CMa
TM
1992
Instructions
where the Construction Manager is NOT a Constructor
AIA Document B141/CMa 1992. Copyright 1992 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. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American

1

GENERAL INFORMATION

Purpose. AIA Document B141/CMa is a standard form of agreement between Owner and Architect intended for use on
projects where an Owner employs a Construction Manager as an adviser to the Owner to work cooperatively with the
Architect through the customary five phases of the Project: Schematic Design, Design Development, Construction
Documents, Bidding or Negotiation, and Construction.

Related Documents. B141/CMa is intended to be used in conjunction with A201/CMa, General Conditions of the Contract
for Construction, Construction Manager-Adviser Edition. A201/CMa is incorporated by reference into B141/CMa.
B141/CMa can be used with Architect-Consultant agreements such as AIA Documents C141, C142, C161 or C727.

Other AIA Construction Manager-adviser documents available for use in connection with customary services or in
special circumstances include:

A101/CMa, Owner-Contractor Agreement--Construction Manager-Adviser Ed.
A201/CMa, General Conditions of the Contract for Construction--Construction Manager-Adviser Ed.
A511/CMa, Guide for Supplementary Conditions--Construction Manager-Adviser Ed.
B801/CMa, Owner-Construction Manager Agreement

B141/CMa should NOT be used with any documents where the Construction Manager takes on the role of constructor
and may give the Owner a Guaranteed Maximum Price (GMP) or may contract directly with Subcontractors. Examples
of such inappropriate documents are AIA Document A121/CMc, Owner-Construction Manager Agreement Where
Construction Manager is Also the Constructor, and future AIA documents with a number containing the suffix "CMc"
(i.e., Construction Manager-constructor).

In addition, if the Architect wishes to perform construction management services in combination with design and other
administrative services, such as appear in AIA Document B141, a special amendment to or modification of AIA
Document B141 is more appropriate than using B141/CMa.

Arbitration. This document incorporates ARBITRATION by adoption of AIA Document A201/CMa, which provides
for dispute resolution to be conducted according to the Construction Industry Arbitration Rules of the American
Arbitration Association. Arbitration is BINDING AND MANDATORY in most states and under the federal Arbitration
Act. In a minority of states, arbitration provisions relating to future disputes are not enforceable, but arbitration is
enforceable if agreed to after the dispute arises. A few states require that the contracting parties be especially notified
that the written contract contains an arbitration provision by: a warning on the face of the document, specific placement
of the arbitration provision within the document or specific discussions among the parties prior to signing the document.

Arbitration provisions have been included in most AIA contract forms since 1888 in order to encourage alternative
dispute resolution procedures and to provide users of AIA documents with legally enforceable arbitration provisions
when the parties choose to adopt arbitration into their contract. Individuals may, however, choose to delete the
arbitration provisions based upon their business decisions with the advice of counsel. To obtain a copy of the
Construction Industry Arbitration Rules, write the American Arbitration Association, 140 West 51st Street, New York,
NY 10020-1203.

Use of Non-AIA Forms. If a combination of AIA documents and non-AIA documents is to be used, particular care
must be taken to achieve consistency of language and intent. Certain owners require the use of owner-architect
agreements and other contract forms that they prepare. Such forms should be carefully compared with the standard AIA
forms for which they are being substituted before execution of an agreement. If there are any significant omissions,
additions or variances from the terms of the related standard AIA forms, both legal and insurance counsel should be
consulted. Of particular concern is the need for consistency between the Owner-Architect Agreement and the
anticipated General Conditions of the Contract for Construction in the delineation of the Architect's Construction Phase
services and responsibilities.


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a part or the whole of professional services based on oral agreements or understandings. The standard AIA agreement
forms have been developed through more than seventy-five years of experience and have been tested repeatedly in the
courts. In addition, the standard forms have been carefully coordinated with other AIA documents.

Use of Current Documents. Prior to using any AIA document, the user should consult the AIA, an AIA component
chapter or a current AIA Documents List to determine the current edition of each document.

Reproductions. This document is a copyrighted work and may not be reproduced or excerpted from without the
express written permission of the AIA. There is no implied permission to reproduce this document, nor does
membership in The American Institute of Architects confer any further rights to reproduce this document.

The AIA hereby grants the purchaser a limited license to reproduce a maximum of ten copies of a completed B141/CMa,
but only for use in connection with a particular project. The AIA will not permit reproduction outside of the limited license
for reproduction granted above, except upon written request and receipt of written permission from the AIA.


To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel,
copyright@aia.org.


Format Changes
B141/CMa is a new numeric designation for this document, with the last character in the suffix signifying conditions
wherein the Construction Manager is serving as adviser to the Owner during both design and construction. Former
Article 1, Architect's Services and Responsibilities, has been subdivided into three new articles. All provisions dealing
with payments to the Architect, including Direct Personnel Expense, Reimbursable Expenses and Architect's
Accounting Records, have been consolidated and moved to the end of the document.

Changes in Content
The 1992 edition of B141/CMa revises the 1980 edition to reflect changes made in the most recent edition of AIA
Document A201/CMa, General Conditions of the Contract for Construction. The following changes in content have
been made on the recommendation of owners, AIA members, committees and the AIA Board of Directors.

Article 2: Scope of Architect's Basic Services
2.6.5 New language has been added to indicate that the Architect's on-site visits are for the purpose of determining
that the Work, when completed, will be in accordance with the Contract Documents. A note has been added to alert
users of the form that more extensive site representation is available under Additional Services.

2.6.6 It is noted that the Contractor, not the Architect, is responsible for construction means, methods and schedules.

2.6.8 New language has been added to indicate that communications with the Architect's consultants are to be directed
through the Architect.

2.6.9.2 The Architect's Certificates for Payment are further qualified as not indicating a review of construction means
or methods or review of Subcontractors' requisitions.

2.6.10 It is specifically noted that the Architect's authority to reject Work is not intended to be exercised for the
benefit of the Contractor, Subcontractors, suppliers, or their agents or employees.

2.6.11 The Architect's review of submittals is further qualified to limit such review to the information and design
concepts expressed in the Contract Documents. When professional certificates of performance are required from the
Contractor, the Architect shall be entitled to rely upon them.

2.6.12 Preparation of Change Orders and Construction Change Directives by the Architect is a Basic Service, but
preparation of supporting documentation and data is now an Additional Service.

Article 3: Additional Services
Three new categories of Additional Services have been consolidated under this new article. The Contingent Additional
Services are commenced upon notification of the Owner by the Architect of the need for such services. The other two
categories, Project Representation Beyond Basic Services and Optional Additional Services, require the Owner's written
approval before or after their commencement to authorize payment for those Additional Services.

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Article 4: Owner's Responsibilities
4.3 New language has been added requiring the Owner to furnish evidence that financial arrangements have been
made to pay the Architect.

4.7 The Owner is now required to furnish tests for hazardous materials at the Owner's expense.

4.12 If the Owner requires the Architect to provide certificates or certifications, the Owner must allow the Architect
14 days for review.

Article 5: Construction Cost
New language abbreviating the Architect's Responsibility for Construction Cost has been added because under the
construction management arrangement the primary responsibility for preparing estimates of Construction Cost is borne
by the Construction Manager.

Article 6: Use of Architect's Drawings, Specifications and Other Documents
It is noted that documents prepared by the Architect in addition to the Drawings and Specifications are also the property
of the Architect, who retains all common law, statutory and other reserved rights.

Article 8: Termination, Suspension or Abandonment
New provisions allow the Architect to terminate the Agreement if the Owner abandons the Project for more than 90
days or fails to make payments to the Architect. Termination Expenses are now determined by using only a percentage
of the compensation earned to the date of termination.

Article 9: Miscellaneous Provisions
Provisions have been added noting that the Architect has no responsibility for the discovery, removal or disposal of
toxic or hazardous substances encountered on the site. Another provision allows the Architect to use representations of
the Project in promotional and professional materials.

Article 10: Payments to the Architect
Computer-aided drafting has been added to the list of Reimbursable Expenses.

Article 11: Basis of Compensation
A new provision has been added to indicate when payments are due and payable.

Signature Page: It is noted above the signature lines that this agreement is executed on at least four original copies. See
the instructions pertaining to Limited License for Reproduction.

COMPLETING THE B141/CMA FORM

Modifications



permits.


under the user's limited license for use of the document, constitute the creation of a derivative work and violate the
AIA's copyright.

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Cover Page
reached, the date the Agreement was originally submitted to the Owner, the date authorizing action was taken or the

which the Agreement is to executed, including a designation of the legal status of both parties (sole proprietorship,
partnership, joint venture, unincorporated association, limited partnership or corporation [general, close or professional],
etc.). Where appropriate, a copy of the resolution authorizing the individual to act on behalf of the firm or entity should
be attached.

Construction Manager: Although not a party to this Agreement, the Construction Manager's name and address,
including full legal or corporate titles, should be inserted.

title of the facility, (2) the location of the site, if known, (3) the proposed building type and usage, and (4) the size,
capacity or scope of the Project, if known.

11.1 Insert the dollar amount of the initial payment.

11.2.1 Sample language is provided below for describing four methods of computing compensation.

Compensation--Multiple of Direct Personnel Expense: "Compensation for services rendered by Principals, employees
and professional consultants shall be based on a Multiple of Direct Personnel Expense in the same manner as described
in Section 11.3.2."

Compensation--Professional Fee Plus Expenses: "Compensation shall be a Fixed Fee of ________ Dollars ($______)
plus compensation for services rendered by Principals, employees and professional consultants, in the same manner as
described in Section 11.3.2."

Compensation--Stipulated Sum: "Compensation shall be a stipulated sum of ________ Dollars ($______)."

Compensation--Percentage of Construction Cost: "Compensation shall be based on one of the following Percentages of
Construction Cost, as defined in Article 5:

For portions of the Project to be awarded under:
A single stipulated-sum construction contract: ________ percent (___%)
Separate stipulated-sum construction contracts: ________ percent (___%)
A single cost-plus construction contract: ________ percent (___%)
Separate cost-plus construction contracts: ________ percent (___%)"

11.2.2 Only for compensation based on stipulated sum or percentage of Construction Cost, insert the percentages of
total payment payable for each separate phase of services. These percentages may vary with each Project and do not
necessarily have a direct relationship to the time and efforts of the Architect.

Because phases may overlap in time, these percentages have been expressed separately for each phase, rather than
cumulatively. This facilitates billing when services are being provided in more than one phase at a time.

11.3.1 Insert the basis of compensation for Project Representation Beyond Basic Services.

11.3.2 If billing rates are used and professional consultants are defined according to the following classifications:
(a) Principals' time at the fixed rate of ________ Dollars ($______) per hour.
For the purposes of this Agreement, the Principals are: (list Principals)
(b) Supervisory time at the fixed rate of ________ Dollars ($______) per hour.
For the purposes of this Agreement, supervisory personnel include: (Describe supervisory personnel by job
title, such as Project Architect.)
(c) Technical Level I time at the fixed rate of ________ Dollars ($______) per hour.
For the purposes of this Agreement, Technical Level I personnel include: (Describe by job title, such as
Senior Designer, Specifier, etc.)
(d) Technical Level II time at the fixed rate of ________ Dollars ($______) per hour.
For the purposes of this Agreement, Technical Level II personnel include: (Describe by job title, such a
Junior Designer, Senior Draftsman, etc.)
(e) Technical Level III and clerical time at the fixed rate o ________ Dollars ($______) per hour.
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For the purposes of this Agreement, Technical Level III and clerical personnel include: (Describe by job
title, such as Junior Draftsman, Secretary, etc.)

If a multiple of Direct Personnel Expense is used, insert: "Principals', employees' and professional consultants' time at a
multiple of ________ (__) times their Director Personnel Expense defined as follows: (Insert the appropriate job
classifications as shown above for billing rate in Section 11.3.2.)

If a multiple of direct salaries is used, the term "Direct Salaries" should be substituted for Direct Personnel Expense above.

11.3.3 Insert the multiple to be used to determine the cost to the Architect of Additional Services of consultants as
defined in Article 3 or Article 12.

11.4.1 Insert the multiple to be used to determine the amount due the Architect, Architect's employees or consultants
for Reimbursable Expenses as described in Section 10.2 or Article 12.

11.5.1 Insert the number of months beyond which the Architect shall be compensated for Basic Services on the same
compensation basis as that used for Additional Services.

11.5.2 Insert the percentage rate and basis (monthly, annual) of interest charges.

Article 12 Other Conditions or Services
Insert provisions, if any, on additional phases of services, Additional Services, special compensation arrangements,
other consultants, the choice of project delivery method or any other conditions.

EXECUTION OF THE AGREEMENT

Each person executing the Agreement should indicate the capacity in which they are acting (i.e., president, secretary,

5
Document B141/CMa
TM
1992


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1

This document has important
legal consequences.
Consultation with an attorney
is encouraged with respect to
its completion or modification.
This document is intended to be
used in conjunction with the 1992
editions of AIA Documents
B801/CMa, A101/CMa and
A201/CMa
in the year

BETWEEN the Owner:
(Name and address)

and the Architect:
(Name and address)

(Include detailed description of Project, location, address and scope)

The Construction Manager is
(Name and address)

The Owner and Architect agree as set forth below.

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ARTICLE 1 ARCHITECT'S RESPONSIBILITIES
1.1 ARCHITECT'S SERVICES
1.1.1 The Architect's services consist of those services performed by the Architect, Architect's employees and Architect's
consultants as enumerated in Articles 2 and 3 of this Agreement and any other services included in Article 12.

1.1.2 The Architect's services shall be provided in conjunction with the services of a Construction Manager as
described in the edition of AIA Document B801/CMa, Standard Form of Agreement Between Owner and Construction
Manager, current as of the date of this Agreement.

1.1.3 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and
the orderly progress of the Work. The Architect shall submit for the Owner's approval and the Construction Manager's
information a schedule for the performance of the Architect's services which may be adjusted as the Project proceeds,
and shall include allowances for periods of time required for the Owner's and Construction Manager's review and for
approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule
approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner.

1.1.4 The services covered by this Agreement are subject to the time limitations contained in Section 11.5.1.

ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES
2.1 DEFINITION
2.1.1 The Architect's Basic Services consist of those described in Sections 2.2 through 2.6 and any other services
identified in Article 12 as part of Basic Services, and include normal structural, mechanical and electrical engineering
services.

2.2 SCHEMATIC DESIGN PHASE
2.2.1 The Architect shall review the program, schedule and construction budget furnished by the Owner to ascertain
the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner.

2.2.2 The Architect shall review with the Owner and Construction Manager proposed site use and improvements;
selection of materials, building systems and equipment; and methods of Project delivery.

2.2.3 The Architect shall review with the Owner and Construction Manager alternative approaches to design and
construction of the Project.

2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Architect shall
prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents
illustrating the scale and relationship of Project components.

2.2.5 At intervals appropriate to the progress of the Schematic Design Phase and mutually agreeable to the Owner,
Construction Manager and Architect, the Architect shall provide schematic design studies for the Owner's review and
the Construction Manager's information.

2.2.6 In the further development of the drawings and specifications during this and subsequent phases of design, the
Architect shall be entitled to assume the accuracy of the estimates of Construction Cost which are to be provided by the
Construction Manager under the Construction Manager's agreement with the Owner.

2.2.7 Upon completion of the Schematic Design Phase, the Architect shall provide drawings, outline specifications and
other documents for the Owner's approval and the Construction Manager's information.

2.3 DESIGN DEVELOPMENT PHASE
2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the
program, schedule or construction budget, the Architect shall prepare Design Development Documents for the
Construction Manager's review and the Owner's approval. The Design Development Documents shall be based upon
data and estimates prepared by the Construction Manager and shall consist of drawings and other documents that
establish and describe the size and character of the Project as to architectural, structural, mechanical and electrical
systems, materials and such other elements as may be appropriate.


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2.3.2 At intervals mutually agreeable to the Owner, Construction Manager and Architect, the Architect shall provide
drawings and other documents which depict the current status of design development for the Owner's review and the
Construction Manager's information.

2.3.3 Upon completion of the Design Development Phase, the Architect shall provide drawings, outline specifications
and other documents for the Owner's approval and the Construction Manager's information.

2.4 CONSTRUCTION DOCUMENTS PHASE
2.4.1 Based on the approved Design Development Documents and any further adjustments authorized by the Owner in
the scope or quality of the Project or in the construction budget, the Architect, utilizing data and estimates prepared by
the Construction Manager, shall prepare, for approval by the Owner, Construction Documents consisting of Drawings
and Specifications setting forth in detail the requirements for the construction of the Project.

2.4.2 At intervals mutually agreeable to the Owner, Construction Manager and Architect, the Architect shall provide
Drawings and Specifications for the Owner's and the Construction Manager's review.

2.4.3 Upon completion of the Construction Documents Phase, the Architect shall provide Construction Documents for
the Owner's approval and the Construction Manager's information.

2.4.4 The Architect shall assist the Owner and Construction Manager in the preparation of the necessary bidding
information, bidding forms, the Conditions of the Contracts, and the forms of Agreement between the Owner and the
Contractors. The Architect shall assist the Construction Manager in issuing bidding documents to bidders and
conducting prebid conferences with prospective bidders. The Architect, with the assistance of the Construction
Manager, shall respond to questions from bidders, and shall issue addenda.

2.4.5 The Architect shall assist the Owner and Construction Manager in connection with the Owner's responsibility for
filing documents required for the approval of governmental authorities having jurisdiction over the Project.

2.5 BIDDING OR NEGOTIATION PHASE
2.5.1 The Architect, following the Owner's approval of the Construction Documents and of the Construction
Manager's latest estimate of Construction Cost, shall assist the Construction Manager in obtaining bids or negotiated
proposals and assist in preparing contracts for construction.

2.6 CONSTRUCTION PHASE-ADMINISTRATION OF THE CONSTRUCTION CONTRACT
2.6.1 The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement
commences with the award of the Contract for construction and terminates at the earlier of the issuance to the Owner of
the final Project Certificate for Payment or 60 days after the date of Substantial Completion of the Work.

2.6.2 The Architect shall provide administration of the Contract for construction in cooperation with the Construction
Manager as set forth below and in the edition of AIA Document A201/CMa, General Conditions of the Contract for
Construction, Construction Manager-Adviser Edition, current as of the date of this Agreement.

2.6.3 Duties, responsibilities and limitations of authority of the Architect shall not be restricted, modified or extended
without written agreement of the Owner and Architect with consent of the Contractors and the Construction Manager,
which consent shall not be unreasonably withheld.

2.6.4 The Architect shall be a representative of and shall advise and consult with the Owner (1) during construction
until final payment to the Contractors is due, and (2) as an Additional Service at the Owner's direction from time to time
during the correction period described in the Contracts for Construction. The Architect shall have authority to act on
behalf of the Owner only to the extent provided in this Agreement unless otherwise modified by written instrument.

2.6.5 The Architect shall visit the site at intervals appropriate to the stage of construction or as otherwise agreed by the
Owner and Architect in writing to become generally familiar with the progress and quality of the Work completed and
to determine in general if the Work is being performed in a manner indicating that the Work when 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 on-site observations as an
architect, the Architect shall keep the Owner informed of the progress and quality of the Work, and shall endeavor to

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guard the Owner against defects and deficiencies in the Work. (More extensive site representation may be agreed to as
an Additional Service, as described in Section 3.2.)

2.6.6 The Architect shall not have control over or charge of and shall not be responsible for construction means,
methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work,
since these are the Contractors' responsibility under the Contracts for Construction. The Architect shall not be
responsible for the Contractors' schedules or failure to carry out the Work in accordance with the Contract Documents.
The Architect shall not be responsible for the performance by the Construction Manager of the services required by the
Construction Manager's agreement with the Owner. The Architect shall not have control over or charge of acts or
omissions of the Contractors, Subcontractors, or their agents or employees, or of any other persons performing services
or portions of the Work.

2.6.7 The Architect shall at all times have access to the Work wherever it is in preparation or progress.

2.6.8 Communications by and with the Architect's consultants shall be through the Architect.

2.6.9 Based on the Architect's observations and evaluations of each Contractor's Application for Payment, the
Architect shall review and certify the amounts due the respective Contractors.

2.6.9.1 The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's
observations at the site as provided in Section 2.6.5, on the recommendations of the Construction Manager and on the
data comprising the Contractors' Applications for Payment, that, to the best of the Architect's knowledge, information
and belief, the Work has progressed to the point indicated and the quality of the Work is in accordance with the
Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the
Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to minor deviations
from the Contract Documents correctable prior to completion and to specific qualifications expressed by the Architect.
The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to
payment in the amount certified.

means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors
and material 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.

2.6.10 The Architect shall have authority, after notification to the Construction Manager, to reject Work which does
not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable for implementation
of the intent of the Contract Documents, the Architect will have authority, upon written authorization from the Owner,
to require additional inspection or testing of the Work in accordance with the provisions of the Contract Documents,
whether or not such 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 Construction Manager, Contractors, Subcontractors, material and equipment suppliers, their
agents or employees or other persons performing portions of the Work.

2.6.11 The Architect shall review and approve or take other appropriate action upon Contractors' 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. The Architect's action shall be taken
with such reasonable promptness as to cause no delay in the Contractors' Work or in construction by the Owner's own
forces, while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of
such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as
dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems
designed by the Contractors, all of which remain the responsibility of the Contractors to the extent required by the
Contract Documents. The Architect's review shall not constitute approval of safety precautions or, unless otherwise
specifically stated by the Architect, of 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.
When professional certification of performance characteristics of materials, systems or equipment is required by the
Contract Documents, the Architect shall be entitled to rely upon such certification to establish that the materials,
systems or equipment will meet the performance criteria required by the Contract Documents.

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2.6.12 The Architect shall review and sign or take other appropriate action on Change Orders and Construction Change
Directives prepared by the Construction Manager for the Owner's approval and execution in accordance with the
Contract Documents.

2.6.13 The Architect may authorize minor changes in Work not involving an adjustment in a Contract Sum or an
extension of a Contract Time which are not inconsistent with the intent of the Contract Documents. Such changes shall
be effected by written order issued through the Construction Manager.

2.6.14 The Architect, assisted by the Construction Manager, shall conduct inspections to determine the date or dates of
Substantial Completion and the date of final completion. The Architect shall forward to the Owner warranties and
similar submittals required by the Contract Documents which have been received from the Construction Manager. The
Architect shall issue a final Project Certificate for Payment upon compliance with the requirements of the Contract
Documents.

2.6.15 The Architect shall interpret and decide matters concerning performance of the Owner and Contractor under the
requirements of the Contract Documents on written request of either the Owner or Contractor. The Architect's response
to such requests shall be made with reasonable promptness and within any time limits agreed upon.

2.6.16 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 initial
decisions, the Architect shall endeavor to secure faithful performance by both Owner and Contractors, shall not show
partiality to either, and shall not be liable for results of interpretations or decisions so rendered in good faith.

2.6.17 The Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent
expressed in the Contract Documents.

2.6.18 The Architect shall render written decisions within a reasonable time on all claims, disputes or other matters in
question between the Owner and Contractors relating to the execution or progress of the Work as provided in the
Contract Documents.

2.6.19 The Architect's decisions on claims, disputes or other matters, including those in question between the Owner
and Contractors, except for those relating to aesthetic effect as provided in Section 2.6.17, shall be subject to arbitration
as provided in this Agreement and in the Contract Documents.

3.1 GENERAL
3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 12, and
they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services.
The services described under Sections 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the
Owner. If services described under Contingent Additional Services in Section 3.3 are required due to circumstances
beyond the Architect's control, the Architect shall notify the Owner prior to commencing such services. If the Owner
deems that such services described under Section 3.3 are not required, the Owner shall give prompt written notice to the
Architect. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the
Architect shall have no obligation to provide those services.

3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES
3.2.1 If more extensive representation at the site than is described in Section 2.6.5 is required, the Architect shall
provide one or more Project Representatives to assist in carrying out such additional on-site responsibilities.

3.2.2 Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be
compensated therefore as agreed by the Owner and Architect. The duties, responsibilities and limitations of authority of
Project Representatives shall be as described in the edition of AIA Document B352 current as of the date of this
Agreement, unless otherwise agreed.

3.2.3 Through the observations by such Project Representatives, the Architect shall endeavor to provide further
protection for the Owner against defects and deficiencies in the Work, but the furnishing of such project representation
shall not modify the rights, responsibilities or obligations of the Architect as described elsewhere in this Agreement.


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3.3 CONTINGENT ADDITIONAL SERVICES
3.3.1 Making revisions in Drawings, Specifications, or other documents when such revisions are:
.1 inconsistent with approvals or instructions previously given by the Owner, including revisions made
necessary by adjustments in the Owner's program or Project budget;
.2 requested by the Owner because the Construction Manager's estimate of Construction Cost exceeds the
Owner's budget, except where such excess is due to changes initiated by the Architect in scope,
capacities of basic systems, or the kinds and quality of materials, finishes or equipment;
.3 required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such
documents; or
.4 due to changes required as a result of the Owner's failure to render decisions in a timely manner.

3.3.2 Providing services required because of significant changes in the Project including, but not limited to, changes in
size, quality, complexity, the Owner's or Construction Manager's schedule, or the method of bidding or negotiating and
contracting for construction, except for services required under Section 5.2.3.

3.3.3 Preparing Drawings, Specifications, and other documentation and supporting data, evaluating Contractor's
proposals, and providing other services in connection with Change Orders and Construction Change Directives.

3.3.4 Providing services in connection with evaluating substitutions proposed by Contractors and making subsequent
revisions to Drawings, Specifications and other documentation resulting there from.

3.3.5 Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and
furnishing services required in connection with the replacement of such Work.

3.3.6 Providing services made necessary by the termination or default of the Construction Manager or a Contractor, by
major defects or deficiencies in the Work of a Contractor, or by failure of performance of either the Owner or a
Contractor under a Contract for Construction.

3.3.7 Providing services in evaluating an extensive number of claims submitted by a Contractor or others in connection
with the Work.

3.3.8 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where
the Architect is party thereto.

3.3.9 Preparing documents for alternate, separate or sequential bids or providing services in connection with bidding,
negotiation or construction prior to the completion of the Construction Documents Phase.

3.4 OPTIONAL ADDITIONAL SERVICES
3.4.1 Providing analyses of the Owner's needs and programming the requirements of the Project.

3.4.2 Providing financial feasibility or other special studies.

3.4.3 Providing planning surveys, site evaluations or comparative studies of prospective sites.

3.4.4 Providing special surveys, environmental studies and submissions required for approvals of governmental
authorities or others having jurisdiction over the Project.

3.4.5 Providing services relative to future facilities, systems and equipment.

3.4.6 Providing services to investigate existing conditions or facilities or to make measured drawings thereof.

3.4.7 Providing services to verify the accuracy of drawings or other information furnished by the Owner.

3.4.8 Providing coordination of construction performed by the Owner's own forces and coordination of services
required in connection with construction performed and equipment supplied by the Owner.

3.4.9 Providing services in connection with the work of separate consultants retained by the Owner.


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3.4.10 Providing estimates of Construction Cost.

3.4.11 Providing detailed quantity surveys or inventories of material and equipment.

3.4.12 Providing analyses of owning and operating costs.

3.4.13 Providing interior design and other similar services required for or in connection with the selection,
procurement or installation of furniture, furnishings and related equipment.

3.4.14 Providing services for planning tenant or rental spaces.

3.4.15 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing
facilities.

3.4.16 Preparing a set of reproducible record drawings showing significant changes in the Work made during
construction based on marked-up prints, drawings and other data furnished by Contractors.

3.4.17 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing,
preparation of operation and maintenance manuals, training personnel for operation and maintenance, and consultation
during operation.

3.4.18 Providing services after issuance to the Owner of the final Project Certificate for Payment, or in the absence of a
final Project Certificate for Payment, more than 60 days after the date of Substantial Completion of the Work.

3.4.19 Providing services of consultants for other than architectural, structural, mechanical and electrical engineering
portions of the Project provided as a part of Basic Services.

3.4.20 Providing any other services not otherwise included in this Agreement or not customarily furnished in
accordance with generally accepted architectural practice.

ARTICLE 4 OWNER'S RESPONSIBILITIES
4.1 The Owner shall provide full information regarding requirements for the Project, including a 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.

4.2 The Owner shall establish and update an overall budget for the Project based on consultation with the Construction
Manager and the Architect, which shall include the Construction Cost, the Owner's other costs and reasonable
contingencies related to all of these costs.

4.3 If requested by the Architect, the Owner shall furnish evidence that financial arrangements have been made to
fulfill the Owner's obligations under this Agreement.

4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The
Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted
by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services.

4.5 The Owner shall retain a construction manager to administer the Project. The Construction Manager's services,
duties and responsibilities will be as described in the edition of AIA Document B801/CMa, Standard Form of
Agreement Between Owner and Construction Manager, current as of the date of this Agreement. The Terms and
Conditions of the Agreement between Owner and Construction Manager shall be furnished to the Architect and shall
not be modified without written consent of the Architect, which consent shall not be unreasonably withheld. The
Architect shall not be responsible for actions taken by the Construction Manager.

4.6 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the
applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage;
rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site;
locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and

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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.

4.7 The Owner shall furnish the services of geotechnical engineers when such services are requested by the Architect.
Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation
tests, evaluations of hazardous materials, and ground corrosion and resistivity tests, including necessary operations for
anticipating subsoil conditions, with reports and appropriate professional recommendations.

4.7.1 The Owner shall furnish the services of other consultants when such services are reasonably required by the
scope of the Project and are requested by the Architect.

4.8 The Owner shall furnish structural, mechanical, chemical, air and water pollution tests, tests for hazardous
materials, and other laboratory and environmental tests, inspections and reports required by law or the Contract
Documents.

4.9 The Owner shall furnish all legal, accounting, and insurance counseling services as may be necessary at any time
for the Project, including auditing services the Owner may require to verify the Contractor's Application for Payment or
to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owner.

4.10 The services, information, surveys and reports required by Sections 4.6 through 4.9 shall be furnished at the
Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof.

4.11 Prompt written notice shall be given by the Owner to the Architect and Construction Manager if the Owner
becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents.

4.12 The proposed language of certificates or certifications requested of the Architect or Architect's consultants shall
be submitted to the Architect for review and approval at least 14 days prior to execution. The Owner shall not request
certifications that would require knowledge or services beyond the scope of this Agreement.

4.13 The Owner shall furnish the required information and services and shall render approvals and decisions as
expeditiously as necessary for the orderly progress of the Architect's services and Work of the Contractors.

4.14 The Owner shall furnish the Architect copies of written communications with the Construction Manager and
Contractors.

ARTICLE 5 CONSTRUCTION COST
5.1 DEFINITION
5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project
designed or specified by the Architect.

5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the
Owner and equipment designed, specified, selected or specially provided for by the Architect, plus a reasonable
allowance for the Contractors' overhead and profit. In addition, a reasonable allowance for contingencies shall be
included for market conditions at the time of bidding and for changes in the Work during construction. Construction
Cost shall also include the compensation of the Construction Manager and Construction Manager's consultants.

5.1.3 Construction Cost does not include the compensation of the Architect and Architect's consultants, the costs of the
land, rights-of-way, financing or other costs which are the responsibility of the Owner as provided in Sections 4.1
through 4.4 and 4.6 through 4.14.

5.2 RESPONSIBILITY FOR CONSTRUCTION COST
5.2.1 The Architect's review of the Owner's Project budget and of preliminary estimates of Construction Cost or
detailed estimates of Construction Cost prepared by the Construction Manager is solely for the Architect's guidance in
the Architect's preparation of the Construction Documents. Accordingly, the Architect cannot and does not warrant the
accuracy of the estimates of the Construction Manager, or warrant or represent that bids or negotiated prices will not
vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation reviewed by the Architect.


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5.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement.

5.2.3 In the event that the Construction Manager's estimate or the lowest bona fide bid or negotiated proposal received
by the Owner exceeds the Owner's budget for reasons other than those described in Section 3.3, the modification of
Contract Documents shall be the limit of the Architect's responsibility. The Architect shall be entitled to compensation
in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced.

ARTICLE 6 USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS
6.1 The Drawings, Specifications and other documents prepared by the Architect for this Project are instruments of the
Architect's service for use solely with respect to this Project and, unless otherwise provided, the Architect shall be
deemed the author of these documents and shall retain all common law, statutory and other reserved rights, including
the copyright. The Owner shall be permitted to retain copies, including reproducible copies, of the Architect's Drawings,
Specifications and other documents for information and reference in connection with the Owner's use and occupancy of
the Project. The Architect's Drawings, Specifications or other documents shall not be used by the Owner or others on
other projects, for additions to this Project or for completion of this Project by others, unless the Architect is adjudged to
be in default under this Agreement, except by agreement in writing and with appropriate compensation to the Architect.

6.2 Submission or distribution of documents 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 Architect's reserved rights.

ARTICLE 7 ARBITRATION
7.1 Claims, disputes or other matters in question between the parties to this Agreement arising out of or relating to this
Agreement or breach thereof shall be subject to and decided by arbitration in accordance with the Construction Industry
Arbitration Rules of the American Arbitration Association currently in effect unless the parties mutually agree
otherwise.

7.2 Demand for arbitration shall be filed in writing with the other party to this Agreement and with the American
Arbitration Association. A demand for arbitration shall be made within a reasonable time after the claim, dispute or
other matter in question has arisen. In no event shall the demand for arbitration be made after the date when institution
of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the
applicable statutes of limitations.

7.3 No arbitration arising out of or relating to this Agreement shall include, by consolidation, joinder or in any other
manner, an additional person or entity not a party to this Agreement, except by written consent containing a specific
reference to this Agreement signed by the Owner, Architect, and any other person or entity sought to be joined. Consent
to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or
other matter in question not described in the written consent or with a person or entity not named or described therein.
The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly
consented to by the parties to this Agreement shall be specifically enforceable in accordance with applicable law in any

7.4 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in
accordance with applicable law in any court having jurisdiction thereof.

8.1 This Agreement may be terminated by either party 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.

8.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for
services performed prior to notice of such suspension. When the Project is resumed, the Architect's compensation shall
be equitably adjusted to provide for expenses incurred in the interruption and resumption of the Architect's services.

8.3 This Agreement may be terminated by the Owner upon not less than seven days' written notice to the Architect in
the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for more than 90
consecutive days, the Architect may terminate this Agreement by giving written notice.


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8.4 Failure of the Owner to make payments to the Architect in accordance with this Agreement shall be considered
substantial nonperformance and cause for termination.

8.5 If the Owner fails to make payment when due the Architect for services and expenses, the Architect may, upon
seven days' written notice to the Owner, suspend performance of services under this Agreement. Unless payment in full
is received by the Architect within seven days of the date of the notice, the suspension shall take effect without further
notice. 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.

prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Section
8.7.

8.7 Termination Expenses are in addition to compensation for Basic and Additional Services, and include expenses
which are directly attributable to termination. Termination Expenses shall be computed as a percentage of the total
compensation for Basic Services and Additional Services earned to the time of termination, as follows:
.1 Twenty percent of the total compensation for Basic and Additional Services earned to date if termination
occurs before or during the predesign, site analysis, or Schematic Design Phases; or
.2 Ten percent of the total compensation for Basic and Additional Services earned to date if termination
occurs during the Design Development Phase; or
.3 Five percent of the total compensation for Basic and Additional Services earned to date if termination
occurs during any subsequent phase.

9.1 Unless otherwise provided, this Agreement shall be governed by the law of the place where the Project is located.

9.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201/CMa,
General Conditions of the Contract for Construction, Construction Manager-Adviser Edition, current as of the date of
this Agreement.

9.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have
accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial
Completion for acts or failures to act occurring prior to Substantial Completion, or the date of issuance of the final
Project Certificate for Payment for acts or failures to act occurring after Substantial Completion.

9.4 The Owner and Architect waive all rights against each other and against the Construction Manager, Contractors,
and the consultants, agents and employees of any of them for damages, but only to the extent covered by property
insurance during construction, except such rights as they may have to the proceeds of such insurance as set forth in the
edition of AIA Document A201/CMa, General Conditions of the Contract for Construction, Construction Manager-
Adviser Edition, current as of the date of this Agreement. The Owner and Architect each shall require similar waivers
from their Construction Manager, Contractors, consultants, agents, and persons or entities awarded separate contracts
administered under the Owner's own forces.

9.5 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal
representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of
such other party with respect to all covenants of this Agreement. Neither Owner nor Architect shall assign this
Agreement without the written consent of the other.

9.6 This Agreement represents the entire and integrated agreement between the Owner and Architect and supersedes
all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by
written instrument signed by both Owner and Architect.

9.7 Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in favor of a

9.8 Unless otherwise provided in this Agreement, the Architect and Architect's consultants shall have no responsibility
for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials in any form

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at the Project site, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or other
toxic substances.

9.9 The Architect shall have the right to include representations of the design of the Project, including photographs of
the exterior and interior, among the Architect's promotional and professional materials. 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 on the construction sign and in the promotional materials for the Project.

ARTICLE 10 PAYMENTS TO THE ARCHITECT
10.1 DIRECT PERSONNEL EXPENSE
10.1.1 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project
and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as
employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and
similar contributions and benefits.

10.2 REIMBURSABLE EXPENSES
10.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses
incurred by the Architect and Architect's employees and consultants in the interest of the Project, as identified in the
following Clauses.

10.2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized out-of-town
travel; long-distance communications; and fees paid for securing approval of authorities having jurisdiction over the
Project.

10.2.1.2 Expense of reproductions, postage, express deliveries, electronic facsimile transmissions and handling of
Drawings, Specifications and other documents.

10.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates.

10.2.1.4 Expense of renderings, models and mock-ups requested by the Owner.

10.2.1.5 Expense of additional insurance coverage or limits, including professional liability insurance, requested by the
Owner in excess of that normally carried by the Architect and Architect's consultants.

10.2.1.6 Expense of computer-aided design and drafting equipment time when used in connection with the Project.

10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES
10.3.1 An initial payment as set forth in Section 11.1 is the minimum payment under this Agreement.

10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to
services performed within each phase of service, on the basis set forth in Section 11.2.2.

10.3.3 If and to the extent that the time initially established in Section 11.5.1 of this Agreement is exceeded or
extended through no fault of the Architect, compensation for any services rendered during the additional period of time
shall be computed in the manner set forth in Section 11.3.2.

10.3.4 When compensation is based on a percentage of Construction Cost 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, in accordance with the schedule set forth in Section 11.2.2, based on (1) the lowest bona
fide bids or negotiated proposals, or (2) if no such bids or proposals are received, the most recent estimate of
Construction Cost prepared by the Construction Manager for such portions of the Project.

10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES
10.4.1 Payments on account of the Architect's Additional Services and for Reimbursable Expenses shall be made
monthly upon presentation of the Architect's statement of services rendered or expenses incurred.


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10.5 PAYMENTS WITHHELD
10.5.1 No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or
other sums withheld from payments to Contractors, or on account of the cost of changes in the Work other than those
for which the Architect has been found to be liable.

10.6 ARCHITECT'S ACCOUNTING RECORDS
10.6.1 Records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on
the basis of a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's authorized
representative at mutually convenient times.

ARTICLE 11 BASIS OF COMPENSATION
The Owner shall compensate the Architect as follows:

11.1 AN INITIAL PAYMENT of
($ ) shall be made upon execution of this Agreement and credited to the Owner's
account at final payment.

11.2 BASIC COMPENSATION
11.2.1 FOR BASIC SERVICES, as described in Article 2, and any other services included in Article 12 as part of
Basic Services, Basic Compensation shall be computed as follows:
(Insert basis of compensation, including stipulated sums, multiples or percentages, and identify phases to which
particular methods of compensation apply, if necessary.)

11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost, progress payments for
Basic Services in each phase shall total the following percentages of the total Basic Compensation payable:
(Insert additional phases as appropriate.)

Schematic Design: percent ( %)

Total Basic Compensation one hundred percent ( 100.00% )


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11.3 COMPENSATION FOR ADDITIONAL SERVICES
11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Section 3.2,
compensation shall be computed as follows:

11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 3 and 12, other than (1)
Additional Project Representation, as described in Section 3.2, and (2) services included in Article 12 as part of Basic
Services, but excluding services of consultants, compensation shall be computed as follows:
(Insert basis of compensation, including rates and/or multiples of Direct Personnel Expense for Principals and
employees, and identify Principals and classify employees, if required. Identify specific services to which particular
methods of compensation apply, if necessary.)

11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and
electrical engineering services and those provided under Section 3.4.19 or identified in Article 12 as part of Additional
Services, a multiple of ( ) times the amounts billed to the
Architect for such services.
(Identify specific types of consultants in Article 12, if required.)

11.4.1 FOR REIMBURSABLE EXPENSES, as described in Section 10.2, and any other items included in Article 12
as Reimbursable Expenses, a multiple of ( ) times the
expenses incurred by the Architect, the Architect's employees and consultants in the interest of the Project.

11.5 ADDITIONAL PROVISIONS
11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within
( ) months of the date hereof, through no fault of the Architect, extension of the Architect's services beyond
that time shall be compensated as provided in Sections 10.3.3 and 11.3.2.

11.5.2 Payments are due and payable ( ) days from the date of
the Architect's invoice. Amounts unpaid ( ) days after the

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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 interest agreed upon.)

(Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws
and other regulations at the Owner's and Architect's principal places of business, the location of the Project and
elsewhere may affect the validity of this provision. Specific legal advice should be obtained with respect to deletions or
modifications, and also regarding requirements such as written disclosures or waivers.)

11.5.3 The rates and multiples set forth for Additional Services shall be annually adjusted in accordance with normal
salary review practices of the Architect.

ARTICLE 12 OTHER CONDITIONS OR SERVICES
(Insert descriptions of other services, identify Additional Services included within Basic Compensation, and insert
modifications to the payment and compensation terms included in this Agreement.)


OWNER ARCHITECT

(Signature) (Signature)


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CENERAL |NF0RHAT|0N

Purpose
AIA Document B1422004 was created as an entirely new document in 2004 and consists of the Agreement portion
and two exhibits, Exhibit A, Initial Information, and Exhibit B, Consultants Services. B1422004 establishes the
contractual arrangement between an Owner contemplating the design-build method of project delivery and the
Consultant, who may or may not be an architect. Exhibit A provides the location for the parties to memorialize the
initial information and assumptions upon which they base the agreement. B142 does not provide a fixed scope of
consultants services, but instead provides in Exhibit B an extensive menu of services from which the Owner and
consultant may select. Where applicable law requires that services are performed by licensed professionals, the
consultant shall provide those services through the performance of persons or entities so licensed.

Exhibit A sections have the prefix A. before the numbers to distinguish them from the section designations in the
Agreement. Exhibit B sections are similarly distinguished. The Standard Form Exhibits may be used as-is, modified,
or replaced with custom exhibits of the parties creation.

Design-Build is a process in which the Owner contracts directly with one entity to provide both the design and
construction of the project. The Design-Builder may be a design-build entity, an architect, construction contractor, real
estate developer, or any other person or entity legally permitted to do business as a design-builder in the jurisdiction
where the project is located. The design-builders organization may take a variety of legal forms, such as a sole
proprietorship, a partnership, a joint venture, or a corporation. An architect or architectural firm choosing to function
as a design-builder may directly contract to perform design-build services or, alternatively, may form a separate
corporate entity or joint venture for design-build.

Prior to entering into this agreement, any person or entity that wishes to act as the design-builder should consult its
legal counsel and insurance advisers. Some states may restrict or prohibit design-build practices under statutes that
regulate architectural registration, contractor licensing, or incorporation of professionals.

Related Documents
AIA Document B1422004 is published in conjunction with four other documents in the 2004 Design-Build Family
of Documents. This family of documents is intended to govern the relationships among the parties to a design-build
project.

A1412004, Agreement Between Owner and Design-Builder
A1422004, Agreement Between Design-Builder and Contractor
B1432004, Agreement Between Design-Builder and Architect
G704/DB2004, Acknowledgement of Substantial Completion of a Design-Build Project

agreement. Arbitration is binding in most states and under the Federal Arbitration Act. In a minority of states, arbitration
provisions relating to future disputes are not enforceable but the parties may agree to arbitrate after the dispute arises.
Even in those states, under certain circumstances (for example, in a transaction involving interstate commerce), arbitration
provisions may be enforceable under the Federal Arbitration Act.

copies of the applicable mediation or arbitration rules, write to the American Arbitration Association or call (800) 778-
7879. The American Arbitration Association may also be contacted at http://www.adr.org.

Document is


AIA contract documents are the product of a consensus-building process aimed at balancing the interests of all parties on
the construction project. The documents reflect actual industry practices, not theory. They are state-of-the-art legal

consistency of language and intent among documents.

Letter forms of agreement are generally discouraged by the AIA, as is the performance of a part or the whole of the Work
on the basis of oral agreements or understandings. The standard AIA agreement forms have been developed through more
than 100 years of experience and have been tested repeatedly in the courts. In addition, the standard forms have been
carefully coordinated with other AIA documents.

Standard Forms
Most AIA documents published since 1906 have contained in their titles the words "Standard Form." The term "standard"
is not meant to imply that a uniform set of contractual requirements is mandatory for AIA members or others in the
construction industry. Rather, the AIA standard documents are intended to be used as fair and balanced baselines from
which the parties can negotiate their bargains. As such, the documents have won general acceptance within the
construction industry and have been uniformly interpreted by the courts. Within an industry spanning 50 stateseach free
to adopt different, and perhaps contradictory, laws affecting that industryAIA documents form the basis for a generally


Reproductions

The AIA hereby grants the purchaser a limited license to reproduce a maximum of ten copies of a completed B142, but
only for use in connection with a particular project. The AIA will not permit reproduction outside of the limited license


copyright@aia.org.

U8|NC ThE 142-2004 F0RH

Modifications
arbitration, indemnification, format and font size, AIA Contract Documents may require modification to comply with
state or local laws. Users are encouraged to consult an attorney before completing or modifying a document.


2
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completely obscure text. Such practices may raise suspicion of fraudulent concealment, or suggest that the completed and
signed document has been tampered with. Both parties should initial handwritten changes.

permits.

By reviewing properly made modifications to a standard AIA Contract Document, parties familiar with that document can
quickly understand the essence of the proposed relationship. Commercial exchanges are greatly simplified and expedited,
good faith dealing is encouraged, and otherwise latent clauses are exposed for scrutiny.

under the user's limited license for use of the document, constitute the creation of a derivative work and violate the AIA's
copyright.
Standard Form of Agreement Between Owner and Consultant

Cover Page
reached, the date the Agreement was originally submitted to the other party, the date authorizing action was taken or
the date of actual execution. Professional services should not be performed prior to the effective date of the
Agreement.

Identification of Parties: Parties to the Agreement should be identified using the full legal name under which the
Agreement is to be executed, including a designation of the legal status of both parties (sole proprietorship,
partnership, joint venture, unincorporated association, limited partnership or corporation [general, limited liability,
close or professional], etc.). Where appropriate, a copy of the resolution authorizing the individual to act on behalf of
the firm or entity should be attached.

title of the facility, (2) the location of the site, if known, (3) the proposed building usage, and (4) the size, capacity or
scope of the Project, if known.

3.4.1 Dispute Resolution
In the AIA 2004 Design-Build family of documents, binding arbitration is not mandatory for disputes that fail to settle
in mediation. Instead, the parties are required to select from three choices of binding dispute resolution: (1) arbitration,
(2) litigation or (3) another method that they must identify. Other types of dispute resolution include a dispute
resolution board or a mini-trial. For additional information about other methods of dispute resolution, refer to The
Construction Industrys Guide to Dispute Avoidance and Resolution, free online at www.adr.org.

Article 4 Scope of Agreement
This Article enumerates all documents that comprise the Agreement between the Owner and the Consultant.

4.1.2 If other documents substitute for B1422004, Exhibit A, Initial Information, list those documents here and
attach them to the Agreement as Exhibit A.

4.1.3 If other documents substitute for B1422004, Exhibit B, Consultants Services, list those documents here and
attach them to the Agreement as Exhibit B.

5.1 Describe the basis of computing compensation for the Consultants services. Several different methods may be
used for various services on a particular project. When more than one method of compensation is used, each method
should be referenced to the appropriate services. For a detailed discussion of compensation methods, refer to the
Instructions to B1411997, Standard Form of Agreement Between Owner and Architect.

5.2 Insert the basis of compensation for a Change in Services as described in Section 3.3.

5.3 Insert the multiple to be used to determine the cost to the Consultant for a Change in Services of the Consultants
sub-consultants.

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5.4 Insert the multiple to be used to determine the amount due the Consultant for Reimbursable Expenses of the
Consultant and the Consultants employees and sub-consultants.


5.8 Indicate when payments will become due and when unpaid amounts will begin to bear interest. Insert the
percentage rate basis (monthly, annual) of interest charges.

5.9 Insert the date beyond which the Consultants services shall be compensated as a Change in Services.

Exhibit A, Initial Information
This exhibit provides the opportunity for the Owner and Consultant to discuss and record the information and
assumptions upon which their agreement is based. Insert information at each prompting statement in this Exhibit
without leaving any spaces blank.

Cover Page
Identification of the Project and Parties: Identify the Project and the parties just as they appear on the cover page of
the Agreement.

A.1 Project Parameters
A.1.1 Insert a statement identifying the objective or use of the Project.

A.1.2 Insert a description of the physical parameters of the Project, such as size and location.

A.1.3 Identify the documentation disclosing the program or state the manner in which the program will be
developed, e.g., through the Consultants services under the agreement.

A.1.4 Insert a statement that identifies legal information about the Project, such as legal descriptions and restrictions.

A.1.5.1 Insert the dollar amount of the Owners overall budget for the Project, including the Consultants
compensation. It should be noted that, in certain instances, this amount may not be known at the time of contract
execution or may not be disclosed.

A.1.5.2 Insert the dollar amount of the Owners budget for the Cost of the Work, excluding the Consultants
compensation.

A.1.5.3 State the sources of the Owners financing and the schedule and availability of the funds secured by such
financing. The sources and timing of funding can influence the sequencing of the design and construction.

A.1.6 State any special scheduling constraints or requirements, including whether fast track scheduling will be
employed.

A.1.7 Insert a statement identifying the contemplated procurement and delivery methods.

A.1.8 After consultation with insurance advisers, insert contemplated insurance requirements for the Project, as well
as any insurance the Owner may require of the Consultant. Insert the limits of coverage for each type of insurance
required or otherwise applicable, and state the corresponding deductible amounts.

A.2 Project Team
A.2.1 Provide the name and address of the Owners Designated Representative for the Project. Other information
may be added, such as telephone numbers and electronic addresses.

A.2.2 List the names and addresses of persons or entities, if any, besides the Owners Designated Representative,
required to review the Consultants services and Instruments of Service. Other information may be added, such as
telephone numbers and electronic addresses.

A.2.3 List the name and address, if known at the time of contract execution, of the cost consultant retained by the
Owner, if any. Other information may be added, such as telephone numbers and electronic addresses.

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A.2.4 List the name and address, if known at the time of contract execution, of the Design-Builder to be retained by
the Owner. Other information may be added, such as telephone numbers and electronic addresses.

A.2.5 List the disciplines and names and addresses, if known at the time of contract execution, of consultants and
contractors retained by the Owner.

A.2.6 List the name and address of the Consultants Designated Representative for the Project. Other information
may be added, such as telephone numbers and electronic addresses.

A.2.7 List the name and address of the Consultants cost sub-consultant, if known at the time of contract execution.
Other information may be added, such as telephone numbers and electronic addresses.

A.2.8 List the disciplines and the names and addresses, if known at the time of contract execution, of sub-
consultants to be retained by the Consultant.

A.3 Other Initial Information
A.3.1 Insert any other important initial information on which the agreement is based. Such information may be
incorporated by reference into Exhibit A, or attached to the Exhibit A document.

Exhibit B, Consultants Services
This Exhibit provides a menu of services from which the parties may choose in agreeing upon the Consultants scope
of services. After discussing the services presented and the needs of the Project, designate the services the Consultant
shall provide by placing a check or X in the box adjacent to those service descriptions. The Consultant is not
obligated to perform any service that is not clearly designated with a check or X in the appropriate box.

Cover Page
the Agreement.
EXE6UT|0N 0F ThE ACREEHENT

The persons executing the Agreement should indicate the capacity in which they are acting (i.e., president, secretary,
partner, etc.) and the authority under which they are executing the Agreement. Where appropriate, a copy of the resolution
authorizing the individual to act on behalf of the firm or entity should be attached.

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0ocument 142
TH
- 2004
3tandard Form of Agreement 8etween 0wner and Consultant unere rne Duner
conremp|ares us|ng rne oes|gn-ou||o mernoo ol proecr oe||ver,

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ACREEHENT made as of the day of
in the year

ETwEEN the Owner:

and the Consultant:

For the following Project:

The Owner and Consultant agree as follows:
legal consequences.
Consultation with an attorney is
also encouraged with respect to
professional licensing
requirements in the jurisdiction
where the Project is located.


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TALE 0F ART|6LE8

1 |N|T|AL |NF0RHAT|0N

2 RE8P0N8||L|T|E8 0F ThE PART|E8

3 TERH8 AN0 60N0|T|0N8

4 860PE 0F ACREEHENT

5 60HPEN8AT|0N

TALE 0F EXh||T8

A |N|T|AL |NF0RHAT|0N

60N8ULTANT'8 8ERV|6E8

ART|6LE 1 |N|T|AL |NF0RHAT|0N
1.1 This Agreement is based on the information and assumptions contained in Exhibit A of this Agreement.

ART|6LE 2 RE8P0N8||L|T|E8 0F ThE PART|E8
2.1 The Owner and the Consultant shall cooperate with one another to fulfill their respective obligations under this
Agreement. Both parties shall endeavor to maintain good working relationships among all members of the Project Team.

2.2 0wNER
2.2.1 The Owner's Designated Representative is authorized to act on the Owner's behalf with respect to the Project.

2.2.2 The Owner shall provide full and timely information regarding requirements for and limitations on the Project and
shall render decisions in a timely manner so as to avoid delay in the Consultant's performance of its services.

2.2.3 The Owner shall periodically review and, if appropriate, update the overall budget for the Project, including that
portion allocated to the Cost of the Work, and shall promptly notify the Consultant thereof in writing. If the overall
budget, or that portion allocated to the Cost of the Work, including any contingencies included therein, is materially
increased or decreased, then the Owner and Consultant shall agree upon, as appropriate, corresponding changes in the
Project scope, quality and schedule.

2.2.4 The Owner shall furnish the services of consultants other than those designated as being furnished by the
Consultant in Exhibit A or shall authorize the Consultant to furnish them as a Change in Services when such services are
requested by the Consultant or reasonably required by the scope of the Project.

2.2.5 The Owner shall provide prompt written notice to the Consultant if the Owner becomes aware of any errors,
omissions or inconsistencies in the Consultant's services or in the services or information furnished by the Owner.
2.2. Services provided by parties retained by the Owner, whether such services are performed directly by such parties
or by sub-consultants retained by such parties, shall be performed by qualified professionals licensed as may be required
by applicable law to perform such services in the jurisdiction in which the Project is located.

2.2.7 The Owner shall require the Design-Builder to obtain from each of the Design-Builder's design professionals
certifications with respect to the documents and services provided by such professionals (a) that, to the best of their
knowledge, information and belief, the documents or services to which such certification relates (i) are consistent with the
criteria set forth in the Project Criteria documents prepared by the Consultant pursuant to Article B.5 of Exhibit B, except
to the extent specifically identified in such certificate, (ii) comply with applicable professional practice standards, and

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(iii) comply with applicable laws, ordinances, codes, rules and regulations governing the design of the Project; and (b)
that the Owner and its consultants shall be entitled to rely upon the representations and statements contained in such
certifications. The Owner shall also include provisions similar to this Section 2.2.7 in the Project Criteria documents.

2.3 60N8ULTANT
2.3.1 The Consultant's Designated Representative is authorized to act on the Consultant's behalf with respect to the
Project.

2.3.2 The services the Consultant and its sub-consultants shall provide are designated in Exhibit B of this Agreement.

2.3.3 The Consultant shall perform its services in accordance with applicable standards of professional skill and care.
When applicable law requires that services be performed by licensed professionals, the Consultant shall provide those
services through the performance of qualified persons or entities duly licensed to practice their professions.

2.3.4 The Consultant shall submit for the Owner's approval a schedule for the performance of the Consultant's services
which initially shall be consistent with the time periods established in Exhibit A and which shall be adjusted as necessary
as the Project proceeds. This schedule shall include allowances for periods of time required for the Owner's review, for
the performance of the Owner's consultants and, if applicable, for approval of authorities having jurisdiction over the
Project. Time limits established by this schedule and any adjustments thereto approved by the Owner shall not, except for
reasonable cause, be exceeded by the Consultant or the Owner.

2.3.5 The Consultant shall maintain the confidentiality of information specifically designated by the Owner in writing as
confidential, unless withholding such information would violate the law, create the risk of significant harm to the public
or prevent the Consultant from establishing a claim or defense in an adjudicatory proceeding. The Consultant shall
require similar agreements from its sub-consultants.

2.3. Except with the Owner's knowledge and consent, the Consultant shall not engage in any activity, or accept any
employment, interest or contribution that would reasonably appear to compromise the Consultant's professional judgment
with respect to the Project.

2.3.7 The Consultant shall be entitled to rely on the accuracy, timeliness and completeness of services and information
furnished by the Owner. The Consultant shall provide prompt written notice to the Owner if the Consultant becomes
aware of any errors, omissions or inconsistencies in such services or information.

2.3.8If the Consultant is to review submittals of the Design-Builder as part of the Consultants services under this
Agreement, then such review by the Consultant shall be for the limited purpose of evaluating conformance with the
information given and the design concept expressed in the Design-Build Documents. By undertaking such review, the
Consultant does not have or assume responsibility to coordinate design performed or information provided by multiple
design professionals engaged by the Design-Builder and/or its trade contractors.
2.3.9If the Consultant is to review submittals of the Design-Builder as part of the Consultants services under this
Agreement, then the Owner shall require that prior to transmission to the Consultant for the Consultant's review, all final
design documents, construction documents, Shop Drawings, Product Data, Samples and other submittals of the Design-
Builder or its trade contractors shall first be reviewed and approved in writing by the Design-Builder and its design
professionals as conforming to the information given and the design concept expressed in the Design-Build Documents
The Consultant shall be entitled to rely upon such approvals.
2.3.10 Evaluations of the Owner's overall Project budget and budget for the Cost of the Work and preliminary estimates
and updated estimates thereof represent the Consultants professional judgment. It is recognized, however, that neither
the Consultant nor the Owner has control over the cost of labor, materials or equipment, over the Design-Builder's
methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the
Consultant cannot and does not warrant or represent that Design-Build proposals or negotiated prices will not vary from
the Owner's overall Project budget or budget for the Cost of the Work or from any evaluation or estimate thereof.


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2.3.11 By performing the services under this Agreement the Consultant does not assume any responsibility for the
preparation, adequacy, suitability, performance, quality and completeness of the final design, or for the construction of
the Work in accordance with the approved final design. The Consultant shall neither have control over or charge of, nor
be responsible for, the construction means, methods, techniques, sequences or procedures, or for safety precautions and
programs of the Project.

2.3.12Services, if any, performed by the Consultant during the construction of the Project are undertaken and
performed by the Consultant in the sole interest and for the exclusive benefit of the Owner
2.3.13The Owner shall include in its agreement with the Design-Builder provisions similar to those set forth in Sections
2.3.8. through 2.3.12.
ART|6LE 3 TERH8 AN0 60N0|T|0N8

3.1 608T 0F ThE w0RK
3.1.1 The Cost of the Work includes all costs, charges and expenses paid by the Owner to the Design-Builder in
connection with the Project, including, but not limited to, the Design-Builder's fee, costs of tests, evaluations and reports
required for the execution of the Work, and all fees and expenses of design professionals retained by the Design-Builder.
The Cost of the Work shall also include the cost at current market rates of labor and materials to be furnished by the
Owner and equipment to be designed, specified, selected or specially provided by parties preparing the construction
documents, including the costs of management or supervision of construction or installation thereof, plus a reasonable
allowance for overhead and profit. In addition, the Cost of the Work shall include a reasonable allowance for
contingencies for market conditions and for changes in the Work.

3.1.2 The Cost of the Work does not include the compensation of the Consultant and the Consultant's sub-consultants,
the costs of the land, rights-of-way and financing or other costs that are the responsibility of the Owner.

3.2 |N8TRUHENT8 0F 8ERV|6E
3.2.1 Drawings, specifications, and other documents , including those in electronic form, prepared by the Consultant and
its sub-consultants are Instruments of Service for use solely with respect to the Project. The Consultant and its sub-
consultants shall be deemed the authors and owners of their respective Instruments of Service and shall retain all common
law, statutory and other reserved rights, including copyrights.

3.2.2 Upon execution of this Agreement, the Consultant grants to the Owner a non-exclusive license to reproduce and
use the Consultant's Instruments of Service solely in connection with the Project, including the Project's further
development by the Owner and others retained by the Owner for such purposes, including the Design-Builder and the
Design-Builders design professionals, provided that the Owner shall comply with all obligations, including prompt
payment of all sums when due, under this Agreement. Subject to the Owner's compliance with such obligations, such
license shall extend to those persons or entities retained by the Owner for such purposes. The Consultant shall obtain
similar non-exclusive licenses from its sub-consultants consistent with this Agreement. No other license or right shall be
deemed granted or implied under this Agreement. The Owner shall not otherwise assign or transfer any license herein to
another party without the prior written agreement of the Consultant. Any unauthorized reproduction or use of the
Instruments of Service by the Owner or others shall be at the Owner's sole risk and expense and without liability to the
Consultant and its sub-consultants.

3.2.3 Prior to any electronic exchange by the parties of the Instruments of Service or any other documents or materials
to be provided by one party to the other, the Owner and the Consultant shall agree in writing on the specific conditions
governing the format thereof, including any special limitations or licenses not otherwise provided in this Agreement and,
if appropriate, on adjustments in the Consultants compensation and schedule for performance of its services.

3.2.4 Submission or distribution of the Consultants documents 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 rights reserved in
Section 3.2.1.


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3.3 6hANCE |N 8ERV|6E8
3.3.1 Change in Services of the Consultant, including services required of the Consultant's sub-consultants, may be
accomplished after execution of this Agreement without invalidating this Agreement if mutually agreed in writing, if
required by circumstances beyond the Consultant's control or if the Consultant's services are affected as described in
Section 3.3.2. In the absence of mutual agreement in writing, the Consultant shall notify the Owner prior to providing
such services. If the Owner deems that all or a part of such Change in Services is not required, the Owner shall give
prompt written notice to the Consultant, and the Consultant shall have no obligation to provide those services. Except for
a change due to the fault of the Consultant, a Change in Services of the Consultant shall entitle the Consultant to an
adjustment in schedule and in compensation pursuant to Sections 5.2 and 5.3, and to any Reimbursable Expenses
described in Section 3.8.2 and Sections 5.4 and 5.5.

3.3.2 If any of the following circumstances affects the Consultant's services for the Project, the Consultant shall be
entitled to an appropriate adjustment in the Consultant's schedule and compensation:
.1 change in the instructions or approvals given by the Owner that necessitate (1) revisions in Instruments of
Service, (2) changes to services previously performed, (3) changes in the manner of preparing Instruments
of Service, or (4) changes to the performance of services not yet performed;
.2 enactment or revision of codes, laws or regulations or official interpretations which necessitate changes to
previously prepared Instruments of Service or services previously performed or which will necessitate
changes in the manner of preparation of Instruments of Service not yet prepared or the performance of
services not yet performed;
.3 decisions or approvals of the Owner not rendered in a timely manner;
.4 significant change in the Project, including, but not limited to, size, quality, complexity, the Owner's
schedule, overall budget or budget for the Cost of the Work, or procurement method;
.5 failure of performance on the part of the Owner or the Owner's consultants, contractors, design-builders or
others retained by the Owner;
. reviewing subsequent submittal(s) from the Owner's consultants, contractors, design-builders or others
retained by the Owner due to the previous submittal's failure to conform to the Consultant's requirements;
.7 preparation for and attendance at a public meeting or hearing not originally included in the Consultant's
scope of services, a dispute resolution proceeding or a legal proceeding except where the Consultant is a
party thereto; or
.8 change in the information referred to in Article 1.

3.4 0|8PUTE RE80LUT|0N
3.4.1If the parties do not resolve their dispute through mediation pursuant to Section 3.4.2, the method of binding
(If the parties do not select a method of binding dispute resolution, then the method of binding dispute resolution shall
be by litigation in a court of competent jurisdiction.)
(Check one.)
Arbitration pursuant to Section 3.4.3 of this Agreement


Other (Specify.)

3.4.2HE0|AT|0N
3.4.2.1 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 arbitration or the institution of legal, equitable or other proceedings by either party.
If such matter relates to or is the subject of a lien arising out of the Consultants services, the Consultant may proceed in
accordance with applicable law to comply with the lien notice or filing deadlines prior to conclusion of mediation.

3.4.2.2 The Owner and Consultant shall endeavor to resolve claims, disputes and other matters in question between them
by mediation, which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry
Mediation Rules of the American Arbitration Association currently in effect at the time of the mediation. Request for

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mediation shall be filed in writing with the other party to this Agreement and with the American Arbitration Association.
The request may be made concurrently with the institution of legal, equitable or other proceedings but, in such event,
mediation shall proceed in advance of such 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.

3.4.2.3 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

3.4.3AR|TRAT|0N
3.4.3.1Claims, disputes and other matters in question between the parties arising out of or related to this Agreement that
are not resolved by mediation and which are subject to arbitration pursuant to Section 3.4.1 shall be decided by
arbitration which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry
Arbitration Rules of the American Arbitration Association currently in effect at the time of the arbitration. The demand
for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitration
Association.
3.4.3.2 A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in
question has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or
equitable proceedings based on such claim, dispute or other matter in question would have been barred by the applicable
statute of limitations
3.4.3.3No arbitration arising out of or relating to this Agreement shall include, by consolidation or joinder or in any
other manner, an additional person or entity not a party to this Agreement, except by written consent containing a specific
reference to this Agreement and signed by the Owner and Consultant and any other person or entity sought to be joined.
Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim,
dispute or other matter in question not described in the written consent or with a person or entity not named or described
therein. The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly
3.4.3.4 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in

3.5 6LA|H8 F0R 60N8E0UENT|AL 0AHACE8
The Consultant and the 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 in accordance with Section 3.7.

3. H|86ELLANE0U8 PR0V|8|0N8
3..1This Agreement shall be governed by the law of the Projects location, unless otherwise provided in Section 4.2.
3..2Terms not defined in this Agreement shall have the same meaning as those in the edition of AIA Document A141
2004, Agreement Between Owner and Design-Builder, Exhibit A, Terms and Conditions. Modifications to those
definitions in the A1412004 executed by the Owner and Design-Builder shall be enforceable under this Agreement only
to the extent that they are consistent with this Agreement or approved in writing by the Consultant.
3..3Nothing 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 Consultant.
3..4Unless explicitly provided otherwise in this Agreement, the Consultant and its sub-consultants shall have no
responsibility for the discovery, presence, handling, removal or disposal of, or for the exposure of persons to, hazardous
materials or toxic substances in any form at the Project site.

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3..5Subject to the confidentiality requirements of Section 2.3.5, the Consultant shall have the right to include in its
promotional and professional materials photographic representations of the Project, copies of its Instruments of Service
or any other materials prepared by the Consultant in connection with the Project. The Consultant shall be given
reasonable access to the completed Project to make such photographic representations. The Owner shall provide
professional credit to the Consultant in the Owner's promotional materials for the Project.
3..The Owner and Consultant, respectively, bind themselves, their partners, successors, assigns and legal
such other party with respect to all covenants of this Agreement. Neither the Owner nor the Consultant shall assign this
Agreement without the written consent of the other, except that the Owner may assign this Agreement to an institutional
lender providing financing for the Project. In such event, the lender shall assume the Owner's rights and obligations under
this Agreement, and the Consultant shall execute all reasonable consents facilitating such assignment, conditioned upon
the Consultants receipt of all amounts due as provided in this Agreement.
3..7Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have
accrued and the applicable statute of limitations shall commence to run not later than the date when the Consultants
services are substantially completed.

3..7 In its contract with the Design-Builder, the Owner shall require the Design-Builder to study carefully and to
compare the various documents, materials and other information provided to the Design-Builder by the Owner; to take
field measurements of any existing conditions related to the Work; to observe any conditions at the site affecting the
Work; and to report promptly in writing to the Owner any errors, omissions or inconsistencies discovered by the Design-
Builder.
3..8 The Owner shall provide the Consultant with a copy of the executed agreement between the Owner and the
Design-Builder.
3.7 TERH|NAT|0N 0R 8U8PEN8|0N

3.7.1If the Owner fails to make payments to the Consultant in accordance with this Agreement, such failure shall be
considered substantial non-performance and cause for termination or, at the Consultant's option, cause for suspension of
performance of services under this Agreement. Prior to suspension or termination of services, the Consultant shall give
seven days' written notice to the Owner. The Consultant shall have no liability to the Owner for delay or damage caused
to the Owner because of such suspension or termination of services. In the event of suspension of services, and before
resuming services, the Consultant shall be paid for all sums due prior to suspension and any expenses incurred in the
interruption and resumption of the Consultant's services. The Consultant's compensation and schedule for the remaining
services shall be equitably adjusted.
3.7.2If the Owner suspends the Project or the Consultants services, the Consultant shall be compensated for services
performed prior to notice of such suspension. When the Project is resumed, the Consultant shall be compensated for
expenses incurred in the interruption and resumption of the Consultant's services. The Consultant's compensation and
schedule for the remaining services shall be equitably adjusted.
3.7.3If the Project is suspended or the Consultant's services are suspended for more than 90 cumulative days, the
Consultant may terminate this Agreement by giving not less than seven days' written notice.
3.7.4This Agreement may be terminated by either party upon not less than seven days' written notice should the other
the termination.

3.7.5This Agreement may be terminated by the Owner upon not less than seven days' written notice to the Consultant
for the Owner's convenience and without cause.

3.7.In the event of termination not the fault of the Consultant, the Consultant shall be compensated for services
performed prior to termination, together with Reimbursable Expenses then due and all expenses directly attributable to
termination for which the Consultant is not otherwise compensated.

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3.8 PAYHENT8 T0 ThE 60N8ULTANT
3.8.1Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon
presentation of the Consultant's statement of services. No deductions shall be made from the Consultant's compensation
on account of penalty, liquidated damages or other sums withheld from payments to contractors, design-builders or others
or on account of the cost of changes to the Work other than those for which the Consultant has been adjudged to be
liable.
3.8.2Reimbursable Expenses are in addition to compensation for the Consultant's services and include expenses
incurred by the Consultant and its employees and sub-consultants directly related to the project, as identified in the
following sub-sections:
.1 transportation in connection with the Project, authorized out-of-town travel and subsistence, and electronic
communications;
.2 fees paid for securing approval of authorities having jurisdiction over the Project;
.3 reproductions, plots, standard form documents, postage, handling, and delivery of Instruments of Service or
other documents or materials;
.4 expense of overtime work requiring higher than regular rates if authorized in advance by the Owner;
.5 renderings, models and mock-ups requested by the Owner;
. expense of professional liability insurance dedicated exclusively to this Project or the expense of additional
insurance coverage or limits requested by the Owner in excess of that normally carried by the Consultant
and its sub-consultants;
.7 reimbursable Expenses as designated in Section 5.5; and
.8 other similar direct Project-related expenditures.
3.8.3Records of Reimbursable Expenses, of expenses pertaining to a Change of Services, and of services performed on
the basis of hourly rates or a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's
authorized representative at mutually convenient times.
3.8.4Direct Personnel Expense is defined as the direct salaries of the Consultant's personnel engaged on the Project and
the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment
taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and
similar contributions.

ART|6LE 4 860PE 0F ACREEHENT
4.1This Agreement represents the entire and integrated agreement between the Owner and the Consultant and
only by written instrument signed by both Owner and Consultant. This Agreement is comprised of the documents listed
below:
.1 AIA Document B1422004, Standard Form of Agreement Between Owner and Consultant.
.2 Exhibit A: AIA Document B1422004, Exhibit A, Initial Information, or as follows:
(List other documents, if any, delineating initial information and assumptions upon which this Agreement is
based and attach to this Agreement as Exhibit A.)

.3 Exhibit B: AIA Document B1422004, Exhibit B, Consultant's Services, or as follows:
(List other documents, if any, delineating Consultant's scope of services and attach to this Agreement as
Exhibit B.)


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.4 Other documents, as follows:
(List other documents, if any, forming part of the Agreement.)

4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows:

ART|6LE 5 60HPEN8AT|0N
5.1For the Consultant's services under this Agreement, compensation shall be computed as follows:
(Insert amount and/or basis of determining each component of compensation, including, where applicable, rates and
multiples of Direct Personnel Expense for Principals and employees, and identify Principals and classify employees, if
required.)
5.2For a Change in Services as described in Section 3.3, the Consultant's compensation shall be adjusted as described
below or, if no method of adjustment is indicated in this Section 5.2, in an equitable manner.
(Insert basis of compensation, including rates and multiples of Direct Personnel Expense for Principals and employees,
and identify Principals and classify employees, if required. Identify specific services to which particular methods of
5.3For a Change in Services of the Consultant's sub-consultants, compensation shall be computed as a multiple of
( ) times the amounts billed to the Consultant for such services.
5.4For Reimbursable Expenses as described in Section 3.8.2 and for any other items included in Section 5.5 as
Reimbursable Expenses, compensation shall be computed as a multiple of ( ) times the expenses
incurred by the Consultant and the Consultant's employees and sub-consultants.
5.5Other Reimbursable Expenses, if any are as follows:

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5.The rates and multiples for services of the Consultant and its sub-consultants as set forth in this Agreement shall be
adjusted in accordance with their normal salary review practices.
5.7An initial payment of Dollars ($ )

shall be made upon execution of this Agreement and is the minimum payment made under this Agreement. It shall be
credited to the Owner's account at final payment. Subsequent payments for services shall be made monthly and, where
applicable, shall be in proportion to services performed on the basis set forth in this Agreement.
5.8Payments are due and payable ( ) days from the date of the Consultant'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
Consultant.
(Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws, and
other regulations at the Owner's and Consultant's principal places of business, the location of the Project and elsewhere
may affect the validity of this provision. Specific legal advice should be obtained with respect to deletions or
modifications and also regarding requirements such as written disclosures or waivers.)
5.9If the services covered by this Agreement have not been completed by through no fault of
the Consultant, extension of the Consultant's services beyond that time shall be compensated as provided in Section 5.2.


0wNER (Signature) 60N8ULTANT (Signature)

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lnitial lnformation

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for the fo||ow|ng PR0JE6T:

ThE 0wNER:
(Name and address)

ThE 60N8ULTANT:
(Name and address)

The Agreement is based on the following information and assumptions and the Owner and Consultant may reasonably
rely upon them in determining the Consultant's compensation. Both parties recognize, however, that such information
may change and, in such event, the Owner and Consultant shall negotiate appropriate adjustments in schedule,
compensation or changes in services in accordance with Section 3.3 of the Agreement.
(Note the disposition of the following items by inserting the requested information or a statement such as "not
applicable," "unknown at this time" or "to be determined later by mutual agreement.")

ART|6LE A.1 PR0JE6T PARAHETER8
A.1.1The objectives and uses are as follows:
(Identify or describe, if appropriate, proposed uses or goals.)
A.1.2The physical parameters are as follows:

(Identify or describe, if appropriate, size, location, dimensions or other pertinent information, such as geotechnical
and services; etc.)

A.1.3The program for the Project is as follows:


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A.1.4The legal parameters are as follows:
(Identify pertinent legal information, including, if appropriate, land surveys and legal descriptions and restrictions
of the site, such as zoning and other public regulations governing use of the site; deed restrictions, covenants and
other restraints; availability of public and private utilities and services, etc.)
A.1.5The financial parameters are as follows:

.1 amount of the Owner's overall budget for the Project, including the Consultant's compensation, as
follows:

.2 amount of the Owner's budget for the Cost of the Work, excluding the Consultant's compensation,
as follows:

.3 the source(s) of the Owners financing, and the schedule(s) of its(their) availability is(are):
A.1.The schedule parameters are as follows:

(Identify, if appropriate, sequence, milestone dates, durations or fast-track scheduling.)
A.1.7The Owner's contemplated procurement and delivery method for the Project is as follows:
(Identify procurement method, such as negotiated or competitively bid, and identify delivery method, such as
designer-led design-build, contractor-led design-build, developer-led design-build or single-purpose design-build
entity.)
A.1.8The insurance parameters are as follows:

(Identify types and limits of insurance coverage, deductible amounts, and other insurance requirements applicable
to the Project.)

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A.1.9Other parameters are as follows:
(Identify special characteristics or needs of the project, such as energy, environmental, historic preservation or
Design-Builder insurance requirements.)
ART|6LE A.2 PR0JE6T TEAH

A.2.1The Owner's Designated Representative is as follows:

A.2.2The persons or entities, if any, in addition to the Owner's Designated Representative, who are required to
review the Consultant's services and Instruments of Service are as follows:

A.2.3The cost consultant to be retained by the Owner is as follows:
(If the Owner will retain a cost consultant, list name, address and other information.)
A.2.4The Design-Builder to be retained by the Owner is as follows:

(If known, list name, address and other information.)
A.2.5Other consultants, contractors or others to be retained by the Owner are as follows:

(List disciplines, and, if known, identify them by name and address.)
A.2.The Consultant's Designated Representative is as follows:


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A.2.7The cost sub-consultant, if any, to be retained at the Consultants expense is as follows:
(If the Consultant will retain a cost sub-consultant, list name, address and other information.)
A.2.8Other sub-consultants to be retained at the Consultant's expense are as follows:

(List disciplines and, if known, identify them by name and address.)

ART|6LE A.3 0ThER |N|T|AL |NF0RHAT|0N
A.3.1 Other initial information is as follows:
(Identify other initial information on which the Agreement is based.)
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Consultant's 3ervices

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ThE 0wNER:
(Name and address)

ThE 60N8ULTANT:
(Name and address)

TALE 0F ART|6LE8

.1 860PE 0F 8ERV|6E8

.2 PR0JE6T A0H|N|8TRAT|0N 8ERV|6E8

.3 0ATA-CAThER|NC 8ERV|6E8

.4 PR0CRAHH|NC AN0 PLANN|NC 8ERV|6E8

.5 PR0JE6T 6R|TER|A 0EVEL0PHENT 8ERV|6E8

. U0CET|NC AN0 608T E8T|HAT|NC 8ERV|6E8

.7 0E8|CN-U|L0 PR06UREHENT 8ERV|6E8

.8 60N8ULT|NC 8ERV|6E8 |r correcl|or W|lr F|NAL 0E8|CN 006UHENT8 PREPARE0 Y 0E8|CN-U|L0ER

.9 60N8ULT|NC 8ERV|6E8 |r correcl|or W|lr 60N8TRU6T|0N 006UHENT8 PREPARE0 Y 0E8|CN-U|L0ER

.10 60N8ULT|NC 8ERV|6E8 |r correcl|or W|lr lre 60N8TRU6T|0N 0F ThE PR0JE6T

.11 P08T-60NTRA6T 60HPLET|0N

.12 0ThER 8ERV|6E8

.13 0E86R|PT|0N 0F 8EREV|6E8

ART|6LE .1 860PE 0F 8ERV|6E8
.1.1 The Consultant shall provide to the Owner only the services in this Exhibit B that are designated by a check
or X in the box adjacent to the listed service.
(Designate the services the Consultant shall provide by placing a check or X in the box adjacent to the listed
service. If necessary, provide expanded or modified descriptions of the designated services in the space provided or
in Article B.13.)

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ART|6LE .2 PR0JE6T A0H|N|8TRAT|0N 8ERV|6E8

.2.1 Project Administration: Manage the Consultants services and administer the Project to the point of
design-build contract award, consult with the Owner during such period, attend Project meetings, communicate
with members of the Project Team, and issue progress reports.

.2.2 Discipline Coordination: Coordinate the services provided by the Consultant and the Consultants sub-
consultants with those services provided by the Owner and parties retained by the Owner.

.2.3 Owner-Supplied Data Coordination: Coordinate information and data provided to the Consultant by
the Owner with information and data developed by the Consultant in the performance of its services.

.2.4 Agency Consultation/Review/Approval: 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.

.2.5 Schedule Development/Monitoring: Prepare and periodically update the Project schedule in
accordance with the schedule set forth in Section 2.3.4 of the Agreement which shall identify milestone dates
for decisions and approvals required of the Owner, services furnished by the Consultant, completion of
documentation provided by the Consultant, design-build proposal and contract award, completion of final
design by the Owner's selected Design-Builder, commencement of construction and Substantial Completion of
the Work.

.2. Submissions to Owner: Submit appropriate documentation to the Owner at intervals appropriate to the
Consultants services for purposes of evaluation and approval by the Owner. The Consultant shall be entitled to
rely on approvals received from the Owner in the further development of the Consultants services.

.2.7 Presentations: Present the Owner with an explanation of the Project and the progress of the
Consultant's services.

.2.8 Other Administration Services (Identify)

ART|6LE .3 0ATA-CAThER|NC 8ERV|6E8
.3.1 Data-Gathering Services are to provide appropriate and sufficient information and a reasonable basis for
subsequent programming, planning and Project Criteria development.

.3.2 Unless otherwise defined by the Owner in writing, determine the extent and detail of the data to be
gathered by the Consultant.

.3.3 In a timely manner, advise the Owner of any additional data not the responsibility of the Consultant
which, in the judgment of the Consultant, is required in connection with the Project.

.3.4 Preparation of Draft Data Gathering Report: Prepare and deliver to the Owner, upon completion of
data gathering, a written draft Data-Gathering Report identifying data gathered by the Consultant or provided to
it by the Owner.

.3.5 Preparation of Final Data Gathering Report: Revise the draft Data-Gathering Report in response to
the Owner's comments and provide the Owner with such number of copies of the final Data-Gathering Report
incorporating such revisions as the Owner requests.

.3. Site Investigation


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.3.7 Site Surveying

.3.8 Environmental Studies and Reports

.3.9 Geotechnical Studies and Reports

.3.10 Existing On-Site Utilities Survey

.3.11 Existing Off-Site Utilities Survey

.3.12 Existing Facilities Survey

.3.13 Identification of Reviewing Agencies/Groups

.3.14 Identification of Applicable Regulations

.3.15 Marketing Studies

.3.1 Economic Feasibility Studies

.3.17 Project Financing Studies

.3.18 Other Data-Gathering Services (Identify)

ART|6LE .4 PR0CRAHH|NC AN0 PLANN|NC 8ERV|6E8
.4.1 After acceptance by the Owner of the Data-Gathering Report, if any, and based on the mutually agreed-upon
schedule and Project cost budget and budget for the Cost of the Work, provide the Programming and Planning
Services designated below. The purpose of providing such services is to establish and document requirements of the
Project, including, but not limited to design objectives, site planning and design concepts, facility planning and
design concepts, approximate gross facility areas and space requirements, space adjacencies, flexibility and
expandability requirements, and identification of special equipment and systems.


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.4.2 Review of Planning and Programming Requirements: Review planning and programming
requirements with the Owner, identify and evaluate alternate concepts, and make recommendations to the
Owner of those concepts which in the Consultants judgment meet the Owner's requirements for the Project.

.4.3 Preparation of Draft Program Document: Prepare and deliver to the Owner a written draft Program
Document documenting all programming and planning requirements identified as being the responsibility of
the Consultant as set forth below and those, if any, provided to the Consultant by the Owner or others,
identified alternate concepts, and those concepts recommended by the Consultant with the reasons therefor.

.4.4 Preparation of Final Program Document: Revise planning and programming requirements in
response to the Owner's comments and, based upon the Owner's selected alternative, provide to the Owner such
number of copies of the final Program Document incorporating all such revisions as the Owner shall request.

.4.5 Space Adjacencies/Flow Diagrams

.4. Site Analysis and Selection

.4.7 Site Development Planning

.4.8 Detailed Site Utilization Studies

.4.9 Off-Site Utility Studies

.4.10 Other Programming and Planning Services (Identify)

ART|6LE .5 PR0JE6T 6R|TER|A 0EVEL0PHENT 8ERV|6E8

.5.1 Preparation of Draft Project Criteria Documents: After acceptance by the Owner of the Program
Document, if any, and based on a mutually agreed-upon program, schedule, and Project cost budget and budget
for the Cost of the Work, prepare draft Project Criteria documents describing the detailed Project Criteria for
the Project. Project Criteria documents are intended to show or describe the character, scope, relationships,
forms, size and appearance of the Project; major materials and systems and, in general, their quality levels,
performance standards, requirements or criteria; and major equipment layouts in such detail as necessary to
solicit and evaluate either competitive Design-Build bids or negotiated Design-Build proposals. Project Criteria
documents may consist of, as appropriate, textual narratives, diagrams, specifications, plans, sections,
elevations, equipment layouts, and other drawings, documents and materials, including, but not limited to,
models, perspective sketches, electronic modeling or combinations of these media.

.5.2 Preparation of Final Project Criteria Documents: Revise the draft Project Criteria documents in
response to the Owner's comments and provide to the Owner such number of copies of the final Project Criteria
documents incorporating all such revisions as the Owner shall request.

.5.3 Revisions to Project Criteria Documents: Revise the Project Criteria documents to reduce the
estimated Project cost and/or the Cost of the Work after receipt of Design-Build proposals or negotiations to


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within the budget for the Cost of the Work identified in Section A.1.5.
.1 Provide not more than ( ) revisions over the duration of the Project.

.5.4 Narrative of Program Requirements/Objectives

.5.5 Narrative of Design Goals and Objectives

.5. Project Concept Diagrams and Documents

.5.7 Performance Specifications

.5.8 Detailed Criteria For:

.5.8.1 Project Use

.5.8.2 Project Space Requirements

.5.8.3 Building Systems Requirements

.5.9.4 Building materials Requirements

.5.8.5 Equipment Requirements

.5.8. Project Schedule

.5.8.7 Project Phasing

.5.8.8 Project Performance Requirements

.5.8.9 Project Expandability Requirements


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.5.8.10 Project Flexibility Requirements

.5.8.11 Energy Requirements

.5.8.12 MBE/WBE/DBE/Other Similar Requirements

.5.8.13 Architectural Design

.5.8.14 Structural Design

.5.8.15 Mechanical Design

.5.8.1 Electrical Design

.5.8.17 Fire Protection Design

.5.8.18 Civil Design

.5.8.19 Landscape Design

.5.8.20 Interior Design

.5.8.21 Code Analysis

.5.8.22 Accessibility Analysis

.5.8.23 Other Detailed Criteria (Identify)


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.5.8.24 Other Project Criteria Development Services (Identify)

ART|6LE . U0CET|NC AN0 608T E8T|HAT|NC 8ERV|6E8
..1 Budgeting and cost estimating services are intended to provide a basis upon which evaluations of the
Project Criteria development to date may be evaluated against the Owner's overall Project budget and budget
for the Cost of the Work.

..2 The Consultant, when preparing estimates of overall Project cost and of the Cost of the Work, shall
include contingencies for design, bidding and/or negotiation, and price escalation.

..3 If the design-build contract award has not occurred within 90 days of the date shown on the schedule
referred to in Section B.2.5, above, the overall Project budget and the budget for the Cost of the Work shall
each be adjusted to reflect changes in the general level or prices in the construction industry.

..4 Preliminary Estimate: When Project Criteria requirements have been sufficiently identified, prepare a
preliminary estimate of the overall Project cost and the Cost of the Work. This estimate may be based on
information provided by the Owner and on current area, volume or similar estimating techniques.

..5 Updated Estimate: As the Project Criteria requirements become more clearly articulated, update and
refine the preliminary estimate of the overall Project cost and the Cost of the Work.

.. Advise on Adjustments to Previous Estimates: Advise the Owner of any adjustments to previous
estimates of overall Project cost or the Cost of the Work indicated by changes or refinements in Project
requirements or in general market conditions.

..7 Recommendation to Adjust Project Parameters: If estimates of the Project cost or the Cost of the
Work exceed the Owner's budgets therefore, make appropriate recommendations to the Owner to adjust the
Project's size, quality, budget or other parameters. The Owner shall cooperate in making such adjustments or in
authorizing an increase in the Project cost budget and/or the budget for the Cost of the Work, as appropriate.

..8 Cost Research/Advice

..9 Budget Development Services

..10 Cost Plan Development

..11 Value Analysis Services

..12 Life Cycle Cost Analysis

..13 Other Budgeting/Cost Estimating Services (Identify)


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ART|6LE .7 0E8|CN-U|L0 PR06UREHENT 8ERV|6E8

.7.1 Advise on Selection Process/Evaluation Criteria

.7.2 Advise on Contract Type

.7.3 Advise on Contract Form and Conditions

.7.4 Identify Proposer Criteria/Qualifications

.7.5 Proposer List

.7. Evaluations of Proposers

.7.7 Recommendation of Selected Proposers

.7.8 Determination of Proposal Submission Requirements

.7.9 Preparation of Request for Proposals

.7.10 Reproduction and Distribution of Proposal Documents

.7.11 Maintain Distribution/Deposit/Retrieval Log

.7.12 Respond to Questions Regarding Project Criteria Intent

.7.13 Evaluate Requests for Project Criteria Modifications

.7.14 Preparation/Distribution of Addenda


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.7.15 Attend Proposers Conference

.7.1 Evaluation of Proposals

.7.17 Recommendation of Selected Proposal

.7.18 Design-Build Contract Award

.7.19 Other Design-Build Procurement Services

ART|6LE .8 60N8ULT|NC 8ERV|6E8 |r correcl|or W|lr F|NAL 0E8|CN 006UHENT8 PREPARE0 Y 0E8|CN-U|L0ER

.8.1 Respond to Questions: Respond to questions regarding the intent of the Project Criteria documents.

.8.2 Review Documents Prepared by Design-Builder: Review design documents prepared by the Design-
Builder for the limited purpose of evaluating conformance with the information given and the design concept
expressed in the Design-Build Documents.

.8.3 Recommendations for Payment: Recommend to the Owner amounts due the Design-Builder on the
basis of (1) the payment provisions of the Design-Build Contract, (2) the data comprising the Design-Builder's
Application for Payment, and (3) an evaluation of the extent, on a percentage basis, of the Design-Builder's
progress toward completion of the final design documents in accordance with the provisions of the Design-
Build Contract. Such recommendation shall not constitute a representation that the Consultant has evaluated the
Design-Builder's final design documents for their technical accuracy, conformance with applicable codes and
regulations, or for any purpose other than as set forth above.

.8.4 Advise and Consult with the Owner

.8.5 Attend and Participate at Project Meetings

.8. Other Consulting Services (Identify)

ART|6LE .9 60N8ULT|NC 8ERV|6E8 |r correcl|or W|lr 60N8TRU6T|0N 006UHENT8 PREPARE0 Y 0E8|CN-
U|L0ER


.9.2 Review Documents Prepared by Design-Builder: Review construction documents prepared by the
Design-Builder for the limited purpose of evaluating conformance with the information given and the design
concept expressed in the Design-Build Documents.


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.9.3 Recommendations for Payment: Recommend to the Owner amounts due the Design-Builder based on
(1) the payment provisions of the Design-Build Contract, (2) the data comprising the Design-Builder's
Application for Payment, and (3) an evaluation of the extent, on a percentage basis, of the Design-Builder's
progress toward completion of the construction documents in accordance with the provisions of the Design-
Build Contract. Such recommendation shall not constitute a representation that the Consultant has evaluated the
Design-Builder's construction documents for their technical accuracy, constructability, conformance with
applicable codes and regulations, or for any purpose other than as set forth above.



.9. Other Consulting Services (Identify)

ART|6LE .10 60N8ULT|NC 8ERV|6E8 |r correcl|or W|lr lre 60N8TRU6T|0N 0F ThE PR0JE6T


.10.2 Review Documents Prepared by Design-Builder: Review submittals required by the Design-Build
Documents previously reviewed and approved by the Design-Builder, such as Shop Drawings, Product Data,
and Samples, but only for the limited purpose of evaluating conformance with the information given and the
design concept expressed in the Design-Build Documents.

.10.3 Site Visits for Selected Purposes: Visit the site to review selected issues with the Owner and the
Design-Builder, but only for the limited purpose of evaluating conformance of the Work with the Design-Build
Documents.

.10.4 Recommendations for Payment: Recommend to the Owner amounts due the Design-Builder on the
basis of (1) the payment provisions of the Design-Build Contract, (2) the data comprising making up the
Design-Builder's Application for Payment, and (3) an evaluation of the extent that the Work, on a percentage
basis, has progressed to the point indicated in accordance with the provisions of the Design-Build Contract.
Such recommendation shall not constitute a representation that the Consultant has (1) evaluated the quality of
the Work or made exhaustive or continuous inspections to check the quantity of the Work, (2) reviewed
construction means, methods, techniques, sequences or procedures. (3) reviewed copies of requisitions received
from the Design-Builder's Contractor(s) and material suppliers and other data requested by the Owner to
substantiate the Design-Builder's right to payment, or (4) ascertained how or for what purpose the Design-
Builder has used money previously paid on account of the Contract Sum.

.10.5 Substantial Completion and Final Completion Inspections: Conduct inspections to determine the
date or dates of Substantial Completion and the date of Final Completion. Inspections shall be conducted with
the Owners Designated Representative to check conformance of the Work with the requirements of the
Design-Build Documents and to verify the accuracy and completeness of the list submitted by the Design-
Builder of Work to be completed or corrected.

.10. Recommendation for Final Payment: Recommend to the Owner the final amount due the Design-
Builder on the basis of (1) the payment provisions of the Design-Build Contract, (2) the data comprising
making up the Design-Builder's final Application for Payment, and (3) a final inspection indicating the Work
complies with the requirements of the Design-Build Contract. Such recommendation shall not constitute a
representation that the party making the recommendation has (1) evaluated the quality of the Work or made
exhaustive or continuous inspections to check the quantity of the Work, (2) reviewed construction means,
methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from the Design-

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Builder's Contractor(s) and material suppliers and other data requested by the Owner to substantiate the
Design-Builder's right to payment, or (4) ascertained how or for what purpose the Design-Builder has used
money previously paid on account of the Contract Sum.



.10.9 Other Consulting Services (Identify)

ART|6LE .11 P08T-60NTRA6T 60HPLET|0N

.11.1 Attend Meetings: Attend and participate at meetings subsequent to Substantial Completion of the
Work.

.11.2 Administer Remedial Work of Design-Builder: Administer and assist the Owner in coordinating
remedial work required of the Design-Builder after Substantial Completion of the Project.

.11.3 Warranty Review Services: Consult with the Owner during the duration of warranties in connection
with inadequate performance of materials, systems and equipment under warranty; inspect selected materials,
systems and equipment prior to expiration of the warranty period(s) to ascertain their adequacy of performance;
and document defects or deficiencies and assist the Owner in preparing instructions to the Design-Builder for
correction of noted defects.

.11.4 Post-Contract Completion Evaluation Services: One year following Substantial Completion of the
Project, conduct a Project evaluation, interview appropriate supervisory, operating and maintenance personnel
of the Owner, and analyze operating costs and related cost data for evaluation of (1) the initial Project
programming versus actual facility use, (2) functional effectiveness of planned spaces and relationships, and (3)
the operational effectiveness of systems and materials installed.


.11. Other Post-Contract Completion Services (Identify)

ART|6LE .12 0ThER 8ERV|6E8

.12.1 Special Studies

.12.2 Tenant-Related Services

.12.3 Project Promotion/Public Relations


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.12.4 Leasing Brochures

.12.5 Special Furnishings Design

.12. Furniture, Fixtures and Equipment Services

.12.7 Special Disciplines Consultation

.12.8 Special Building Type Consultation

.12.9 Fine Arts and Crafts Consultation

.12.10 Graphic Design Services

.12.11 Renderings

.12.12 Model Construction

.12.13 Still Photography

.12.14 Audio-Video Services

.12.15 Computer Animation Services

.12.1 Energy Studies

.12.17 Quantity Surveys


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.12.18 Other Services (Identify)

ART|6LE .13 0E86R|PT|0N 0F 8ERV|6E8
(In the space below, provide expanded or modified descriptions of the services designated above, add other services
as space permits, or refer to an attachment to this document.)

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3tandard Form of Agreement 8etween 0esign-8uilder and Architect
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CENERAL |NF0RHAT|0N

Purpose
AIA Document B1432004 replaces B9011996, Standard Form of Agreement Between Design/Builder and
Architect, and consists of the Agreement portion and two exhibits, Exhibit A, Initial Information, and Exhibit B,
Architects Services. B1432004 establishes the contractual arrangement between the Design-Builder and the
Architect. Exhibit A provides the location for the parties to memorialize the initial information and assumptions upon
which they base the agreement. B143 does not provide a fixed scope of architects services, but instead provides in
Exhibit B an extensive menu of services from which the Owner and Architect may select.

Design-Build is a process in which the Owner contracts directly with one entity to provide both the design and
construction of the project. The Design-Builder may be a design-build entity, an architect, construction contractor, real
estate developer, or any other person or entity legally permitted to do business as a design-builder in the jurisdiction
where the project is located. The design-builders organization may take a variety of legal forms, such as a sole
proprietorship, a partnership, a joint venture, or a corporation. An architect or architectural firm choosing to function
as a design-builder may directly contract to perform design-build services or, alternatively, may form a separate
corporate entity or joint venture for design-build.

Prior to entering into this agreement, any person or entity that wishes to act as the design-builder should consult its
legal counsel and insurance advisers. Some states may restrict or prohibit design-build practices under statutes that
regulate architectural registration, contractor licensing, or incorporation of professionals.

Related Documents
AIA Document B1432004 is published in conjunction with four other documents in the 2004 Design-Build Family
of Documents. This family of documents is intended to govern the relationships among the parties to a design-build
project.

B1422004, Agreement Between Owner and Consultant, where the Owner contemplates using the Design-Build
method of project delivery
A1412004, Agreement Between Owner and Design-Builder
A1422004, Agreement Between Design-Builder and Contractor
G704/DB2004, Acknowledgement of Substantial Completion of a Design-Build Project

agreement. Arbitration is binding in most states and under the Federal Arbitration Act. In a minority of states, arbitration
provisions relating to future disputes are not enforceable but the parties may agree to arbitrate after the dispute arises.
Even in those states, under certain circumstances (for example, in a transaction involving interstate commerce), arbitration
provisions may be enforceable under the Federal Arbitration Act.


AIA contract documents are the product of a consensus-building process aimed at balancing the interests of all parties on
the construction project. The documents reflect actual industry practices, not theory. They are state-of-the-art legal

Document is



Letter forms of agreement are generally discouraged by the AIA, as is the performance of a part or the whole of the Work
on the basis of oral agreements or understandings. The standard AIA agreement forms have been developed through more
than 100 years of experience and have been tested repeatedly in the courts. In addition, the standard forms have been
carefully coordinated with other AIA documents.

Standard Forms
Most AIA documents published since 1906 have contained in their titles the words "Standard Form." The term "standard"
is not meant to imply that a uniform set of contractual requirements is mandatory for AIA members or others in the
construction industry. Rather, the AIA standard documents are intended to be used as fair and balanced baselines from
which the parties can negotiate their bargains. As such, the documents have won general acceptance within the
construction industry and have been uniformly interpreted by the courts. Within an industry spanning 50 stateseach free
to adopt different, and perhaps contradictory, laws affecting that industryAIA documents form the basis for a generally


Reproductions



copyright@aia.org.

6hANCE8 FR0H ThE PREV|0U8 E0|T|0N

B1432004 is not an update to the B9011996 document that it replaces, but is a wholly new document with a new
one-part format, and new content.

Format
A single standard form document replaces the B9011996 editions Part 1 Agreement for preliminary design and the
sequentially executed Part 2 Agreement covering final design and construction contract administration. The new B143
document integrates preliminary and final design with construction contract administration in a one-part agreement,
and provides greater flexibility in tailoring the standard form to an individual project.

Terms and conditions and the architects compensation are defined in the agreement, with Exhibit A providing the
initial information on which the agreement is based, and Exhibit B providing the scope of the architects services.

Exhibit A sections have the prefix A. before the numbers to distinguish them from the section designations in the
Agreement. Exhibit B sections are similarly distinguished. The Standard Form Exhibits may be used as-is, modified,
or replaced with custom exhibits of the parties creation.

Content
In B143, as in the three other agreements in the 2004 Design-Build family of documents, binding arbitration is not
mandatory, and the parties must select the binding method of dispute resolution from three choices: arbitration,
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litigation or another method that the parties must identify. Due to the multiple ways in which design-build is
performed, the architects scope of services is not fixed, but is offered as an extensive menu of choices from which the
parties may select. So as not to prevent the owner from moving forward with the project in the event of a termination
of the design-builder or the architect, new nonexclusive license provisions allow for the owner to use the instruments
of service to complete and maintain the project.

U8|NC ThE 143-2004 F0RH

Modifications



permits.


under the user's limited license for use of the document, constitute the creation of a derivative work and violate the AIA's
copyright.
Standard Form of Agreement Between Design-Builder and Architect

Cover Page
Agreement.

Identification of Parties: Parties to the Agreement should be identified using the full legal name under which the

Date of the Design-Build Contract: Enter the date of the agreement between the Owner and the Design-Builder.

Project Description: Describe the Project in sufficient detail to identify (1) the official name or title of the facility,
(2) the location of the site, if known, (3) the proposed building usage, and (4) the size, capacity or scope of the Project,
if known.

Owner: Provide the name and address of the Project Owner, as they appear on the agreement between the Owner and
the Design-Builder.

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Architects Portion of the Project: As the Architect may not be responsible for all design services necessary for the
Project, describe in detail the portion of the Project for which the Architect shall provide its services. If for the entire
Project, insert Entire Project as identified above in the space provided.

3.4.1 Dispute Resolution
In the AIA 2004 Design-Build family of documents, binding arbitration is not mandatory for disputes that fail to settle
in mediation. Instead, the parties are required to select from three choices of binding dispute resolution: (1) arbitration,
(2) litigation or (3) another method that they must identify. Other types of dispute resolution include a dispute
resolution board or a mini-trial. For additional information about other methods of dispute resolution, refer to The
Construction Industrys Guide to Dispute Avoidance and Resolution, free online at www.adr.org.

Article 4 Scope of Agreement
This Article enumerates all documents that comprise the Agreement between the Owner and the Architect.

4.1.2 If other documents substitute for B1432004, Exhibit A, Initial Information, list those documents here and
attach them to the Agreement as Exhibit A.

4.1.3 If other documents substitute for B1432004, Exhibit B, Consultants Services, list those documents here and
attach them to the Agreement as Exhibit B.

5.1 Describe the basis of computing compensation for the Architects services. Several different methods may be
used for various services on a particular project. When more than one method of compensation is used, each method
should be referenced to the appropriate services. For a detailed discussion of compensation methods, refer to the
Instructions to B1411997, Standard Form of Agreement Between Owner and Architect.

5.2 Insert the basis of compensation for a Change in Services as described in Section 3.3.

5.3 Insert the multiple to be used to determine the cost to the Architect for a Change in Services of the Architects
consultants.

5.4 Insert the multiple to be used to determine the amount due the Architect for Reimbursable Expenses of the
Architect and the Architects employees and consultants.


5.8 Indicate when payments will become due and when unpaid amounts will begin to bear interest. Insert the
percentage rate basis (monthly, annual) of interest charges.

5.9 Insert the date beyond which the Architects services shall be compensated as a Change in Services.

Exhibit A, Initial Information
This exhibit provides the opportunity for the Owner and Architect to discuss and record the information and
assumptions upon which their agreement is based. Insert information at each prompting statement in this Exhibit
without leaving any spaces blank.

Cover Page
the Agreement.

A.1 Project Parameters
A.1.1 Insert a statement identifying the objective or use of the Project.

A.1.2 Insert a description of the physical parameters of the Project, such as size and location.

A.1.3 Identify the Project Criteria provided to the Architect by the Design-Builder. Project Criteria is a term defined
in AIA Document A141-2004, Agreement Between Owner and Design-Builder, Exhibit A, Terms and Conditions.

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A.1.4 Identify other information in addition to the Project Criteria that the Design-Builder has provided to the
Architect to supplement the Project Criteria.

A.1.5 Insert a statement that identifies legal information about the Project, such as legal descriptions and restrictions.

A.1.6.1 Insert the dollar amount of the Design-Builders overall budget for the Project, including the Design-
Builders and Architects compensation.

A.1.6.2 Insert the dollar amount of the Design-Builders budget for the Cost of the Work, excluding the Design-
Builders and Architects compensation.

A.1.7 State any special scheduling constraints or requirements, including whether fast track scheduling will be
employed.

A.1.8 Insert the Design-Builders procurement method.

A.1.9 After consultation with insurance advisers, insert insurance requirements for the Owner, Architect and
Design-Builder. Insert the limits of coverage for each type of insurance required or otherwise applicable, and state the
corresponding deductible amounts.

A.2 Project Team
A.2.1 Provide the name and address of the Design-Builders Designated Representative for the Project. Other
information may be added, such as telephone numbers and electronic addresses.

A.2.2 List the name and address, if known at the time of contract execution, of the cost consultant retained by the
Design-Builder. Other information may be added, such as telephone numbers and electronic addresses.

A.2.3 List the disciplines or trades and names and addresses, if known at the time of contract execution, of other
consultants, design professionals and contractors retained by the Design-Builder.

A.2.4 List the name and address of the Architects Designated Representative. Other information may be added,
such as telephone numbers and electronic addresses.

A.2.5 List the disciplines of the listed consultants by type, and if known, their names and addresses. Other
information may be added, such as telephone numbers and electronic addresses.

A.2.6 List the name and address of other consultants retained at the Architects expense, if known at the time of
contract execution. Other information may be added, such as telephone numbers and electronic addresses.

A.2.7. List the name and address of the Owners Designated Representative, as it appears in the agreement between
the Design-Builder and Owner. Other information may be added, such as telephone numbers and electronic addresses.

A.2.8 List the disciplines or trades, and names and addresses of the Owners consultants and separate contractors, if
any. Other information may be added, such as telephone numbers and electronic addresses.

A.2.9 List the names and addresses of persons or entities, if any, besides the Design-Builders Designated
Representative, required to review the Architects Instruments of Service. Other information may be added, such as
telephone numbers and electronic addresses.

A.3 Other Initial Information
A.3.1 Insert any other important initial information or assumptions on which the agreement is based. Such information
may be incorporated by reference into Exhibit A, or attached to the Exhibit A document.

Exhibit B, Architects Services
This Exhibit provides a menu of services from which the parties may choose in agreeing upon the Architects scope of
services. After discussing the services presented and the needs of the Project, designate the services the Architect shall
provide by placing a check or X in the box adjacent to those service descriptions. The Architect is not obligated to
perform any service that is not clearly designated with a check or X in the appropriate box.

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Cover Page
the Agreement.

The persons executing the Agreement should indicate the capacity in which they are acting (i.e., president, secretary,

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0ocument 143
TH
- 2004
3tandard Form of Agreement 8etween 0esign-8uilder and Architect

AIA Document B143
2004. Copyright 2004 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

severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10)
copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects legal counsel,
copyright@aia.org.

1

in the year
(In words, indicate day, month and year.)

ETwEEN the Design-Builder:
(Name, address and other information):

and the Architect:

The Design-Builder has made a Design-Build Contract with the Owner dated:


Owner:
(Name and address)

The Architects Portion of the Project is as follows:
(Identify the Portion of the Project for which the Architect shall provide services under this Agreement.)

The Design-Builder and Architect agree as follows:
legal consequences.

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TALE 0F ART|6LE8

1 |N|T|AL |NF0RHAT|0N

2 RE8P0N8||L|T|E8 0F ThE PART|E8

3 TERH8 AN0 60N0|T|0N8

4 860PE 0F ACREEHENT

5 60HPEN8AT|0N

TALE 0F EXh||T8

A |N|T|AL |NF0RHAT|0N

AR6h|TE6T'8 8ERV|6E8

ART|6LE 1 |N|T|AL |NF0RHAT|0N
1.1This Agreement is based on the information and assumptions contained in Exhibit A of this Agreement.

ART|6LE 2 RE8P0N8||L|T|E8 0F ThE PART|E8
2.1The Design-Builder and the Architect shall cooperate with one another to fulfill their respective obligations under this
Agreement. Both parties shall endeavor to maintain good working relationships among all members of the Project Team.

2.2 0E8|CN-U|L0ER
2.2.1 The Design-Builders Designated Representative is authorized to act on the Design-Builders behalf with respect to
the Project.

2.2.2 The Design-Builder shall provide full and timely information regarding requirements for and limitations on the
Project, including Project Criteria, as defined in AIA Document A1412004, Standard Form of Agreement Between
Owner and Design-Builder, Exhibit A, and shall render decisions in a timely manner so as to avoid unreasonable delay in
the orderly and sequential progress of the Architects performance of its services.

2.2.3 The Design-Builder 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; adjacent drainage; rights-of-
way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations,
dimensions and 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.

2.2.4 The Design-Builder shall furnish services of geotechnical engineers which may include but are not limited to test
borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground
corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and
appropriate recommendations.
2.2.5 The Design-Builder shall periodically review and, if appropriate, update the overall budget for the Project, including
that portion allocated to the Cost of the Work for the Architects Portion of the Project, and shall promptly notify the
Architect thereof in writing. If the overall budget, or that portion allocated to the Cost of the Work for the Architects
Portion of the Project, including any contingencies included therein, is materially increased or decreased, then the Design-
Builder and Architect shall agree upon, as appropriate, corresponding changes in the Project scope, quality, and schedule.

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2.2. The Design-Builder shall furnish the services of consultants, other than those designated as being furnished by the
Architect in Exhibit A of this Agreement, or shall authorize the Architect to furnish them as a Change in Services when
such services are requested by the Architect and are reasonably required by the scope of the Project.

2.2.7 The Design-Builder shall provide prompt written notice to the Architect if the Design-Builder becomes aware of any
fault or defect in the Project, including any errors, omissions or inconsistencies in the Architects Instruments of Service or
in the services or information furnished by the Design-Builder.

2.2.8 In contracts with its consultants, the Design-Builder shall require that the consultants services, whether performed
directly by a consultant or by its sub-consultants, shall be performed by qualified professionals licensed as may be required
by applicable law to perform such services in the jurisdiction where the Project is located.

2.2.9 Unless otherwise provided in this Agreement, the Design-Builder shall furnish tests, inspections and reports required
by law or the Contract Documents, addressing such issues as structural, mechanical, chemical, air and water pollution, and
hazardous materials.

2.2.10 The Design-Builder shall furnish, or cause to be furnished, all legal, insurance and accounting services, including
auditing services, that may be reasonably necessary at any time for the Project or to meet the Design-Builders obligations
to the Owner.

2.2.11 The Design-Builder shall furnish to the Architect the Project Criteria, and other Project requirements established by
the Design-Builder.

2.2.12 The Design-Builder shall furnish to the Architect, within 15 days after receipt of a written request, information
necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights.

2.2.13 The Design-Builder shall comply with legal and code requirements to the extent they affect the Architects
performance of this Agreement.

2.3 AR6h|TE6T
2.3.1 The Architects Designated Representative is authorized to act on the Architects behalf with respect to the Project.

2.3.2 The services the Architect and its consultants shall provide are designated in Exhibit B of this Agreement.

2.3.3 The Architects services shall be performed as expeditiously as is consistent with professional skill and care and the
orderly progress of the Project. When applicable law requires that services be performed by licensed professionals, the
Architect shall provide those services through the performance of persons or entities duly licensed to practice their
professions.

2.3.4 The Architect shall submit for the Design-Builders approval a schedule for the performance of the Architects
services which initially shall be consistent with the time periods established in Exhibit A and which shall be adjusted, as
necessary, as the Project proceeds. This schedule shall include allowances for periods of time required for the Owner's and
Design-Builders review, for the performance of the Owners and Design-Builders consultants and, if applicable, for
approval of authorities having jurisdiction over the Project. Time limits established by this schedule, and any adjustments
thereto, approved by the Design-Builder shall not, except for reasonable cause, be exceeded by the Architect.

2.3.5 The Architect shall maintain the confidentiality of information specifically designated by the Design-Builder in
writing as confidential, unless withholding such information would violate the law, create the risk of significant harm to the
public or prevent the Architect from establishing a claim or defense in an adjudicatory proceeding. The Architect shall
require similar agreements from its consultants.

2.3. Except with the Design-Builders 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 Architects professional
judgment with respect to the Project.

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2.3.7 Unless the Architect is required as part of the Architects services to verify the accuracy and completeness of
services and information provided by the Design-Builder, the Architect shall be entitled to rely on the accuracy, timeliness
and completeness of such services and information. The Architect shall provide prompt written notice to the Design-Builder
if the Architect becomes aware of any errors, omissions or inconsistencies in such services or information.
2.3.8 The Architect shall review laws, codes, and regulations applicable to the Architects services. The Architect shall
respond in the design of the Architects Portion of the Project to requirements imposed by governmental authorities having
jurisdiction over the Project.

2.3.9 Services, performed by the Architect and the Architects consultants shall be undertaken and performed by the
Architect in the sole interest and for the exclusive benefit of the Design-Builder.

2 3.10 Unless otherwise provided in this Agreement, the Architect and Architect's consultants 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.

2.3.11 If the Design-Builder requests the Architect to execute certificates, the proposed language of such certificates shall
be submitted to the Architect for review and negotiation at least 14 days prior to the requested dates of execution. The
Architect shall not be required to execute certificates that would require knowledge, services or responsibilities beyond the
scope of this Agreement. With respect to such certifications, the Architect and the Architects consultants shall certify that
to the best of their knowledge, information and belief the documents or services to which such certifications pertain (a) are
consistent with the Project Criteria provided to the Architect by the Design-Builder except to the extent specifically
identified in such certificate, (b) comply with applicable professional practice standards, and (c) comply with applicable
laws, ordinances, codes, rules and regulations governing the design of the Project. The Design-Builder shall be entitled to
rely upon the representations and statements contained in such certifications.

2.3.12 The Architect shall neither have control over or charge of, nor be responsible for, the construction means, methods,
techniques, sequences or procedures, or for safety precautions and programs in connection with the Architects Portion of
the Project, since these are solely the Contractors rights and responsibilities under the Contract Documents.

2.3.13 If the Architect is to review Shop Drawings and other submittals related to the Architects Portion of the Project,
designed or certified by a design professional, other than design professionals retained by the Architect, the Design-Builder
shall require that such submittals shall bear such design professionals written approval when submitted to the Architect.
The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or
approvals performed by such design professionals.

ART|6LE 3 TERH8 AN0 60N0|T|0N8
3.1 608T 0F ThE w0RK F0R ThE AR6h|TE6T'8 P0RT|0N 0F ThE PR0JE6T
3.1.1 The Cost of the Work for the Architects Portion of the Project shall be the total cost or, to the extent the Project is
not completed, the estimated cost to the Design-Builder of all elements of the Project designed or specified by the
Architect. The Cost of the Work for the Architects Portion of the Project shall also include the cost, at current market rates,
of labor and materials furnished by the Design-Builder and equipment designed, specified, selected or specially provided
for by the Architect, including the costs of management or supervision of construction or installation thereof, plus a
reasonable allowance for overhead and profit. In addition, a reasonable allowance for contingencies shall be included for
market conditions and for changes in the Architects Portion of the Project.

3.1.2 The Cost of the Work for the Architects Portion of the Project excludes the Design-Builder's fee, costs of tests,
evaluations and reports required for the execution of the Work, and all fees and expenses of all design professionals,
including the Architect and its consultants, retained by the Design-Builder, the costs of the land, rights-of-way and
financing or other costs that are the responsibility of the Design-Builder or Owner.

3.1.3 If the Architect performs budget evaluation or cost estimating services, the following conditions shall apply:

3.1.3.1 Such services shall represent the Architect's judgment as a design professional familiar with the construction
industry. It is recognized, however, that the Architect does not have control over the cost of labor, materials or equipment,
over methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the

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Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's budget for
the Project or from the Architects estimate of the Cost of the Work for the Architects Portion of the Project or evaluation
thereof.

3.1.3.2 The Architect shall be permitted to include contingencies for design, bidding and price escalation; to consult with
the Design-Builder regarding materials, equipment, component systems and types of construction to be included in the
Contract Documents; to make reasonable adjustments in the scope of the Project and to include in the Contract Documents
alternate bids as may be necessary to adjust the estimated Cost of the Work for the Architects Portion of the Project. If at
any time the Design-Builders estimate of the Cost of the Work for the Architects Portion of the Project exceeds the
Design-Builders budget for the Architects Portion of the Project, the Architect shall make appropriate recommendations
to the Design-Builder to adjust the Projects size, quality or budget and the Design-Builder shall cooperate with the
Architect in making such adjustments. If an increase in the Contract Sum occurring after execution of the Contract between
the Design-Builder and the Contractor causes the budget for the Cost of the Work for the Architects Portion of the Project
to be exceeded, that budget shall be increased accordingly and the Design-Builder shall cooperate with the Architect in
making such adjustments.

3.1.3.3 If the construction contract(s) for the Architects Portion of the Project has(have) not been awarded within 90 days
after the Architect submits the construction documents to the Design-Builder, the budget for the Cost of the Work for the
Architects Portion of the Project shall be adjusted to reflect changes in the general level of prices in the construction
industry.

3.1.3.4 If the budget for the Cost of the Work for the Architects Portion of the Project is exceeded by the lowest bona fide
bid or negotiated proposal, the Design-Builder shall:
.1 give written approval of an increase in the budget for the Cost of the Work for the Architects Portion of the
Project;
.3 terminate in accordance with Section 3.7.5; or
.4 cooperate in revising the Project scope and quality as required to reduce the Cost of the Work for the
Architects Portion of the Project.

3.1.3.5 If the Design-Builder chooses to proceed under Section 3.1.3.4.4, the Architect, without additional compensation,
shall modify the documents for which the Architect is responsible under this Agreement as directed by the Design-Builder
to comply with the budget for the Cost of the Work for the Architects Portion of the Project. The modification of such
documents shall be the limit of the Architect's responsibility under this Section 3.1.3 and the Architect shall be entitled to
compensation in accordance with this Agreement for all services performed whether or not construction is commenced.

3.2 |N8TRUHENT8 0F 8ERV|6E
3.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by the Architect and the
Architect's consultants are Instruments of Service for use solely with respect to this Project. The Architect and the
Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service and shall retain all
common law, statutory and other reserved rights, including copyrights.

3.2.2 Upon execution of this Agreement, the Architect grants to the Design-Builder a nonexclusive license to reproduce
the Architect's Instruments of Service solely for purposes of constructing, using and maintaining the Project, provided that
the Design-Builder shall comply with all obligations, including prompt payment of all sums when due, under this
Agreement. The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with this
Agreement. Except as provided in Sections 3.2.3 and 3.2.4, termination of this Agreement prior to completion of the
Architects services to be performed under this Agreement shall terminate this license.

3.2.3 In the event that this Agreement is terminated prior to completion of the Architects services, the license provided in
Section 3.2.2 shall terminate, the Design-Builder shall not make further reproductions of Instruments of Service and the
Design-Builder shall return to the Architect within seven (7) days of termination all originals and reproductions in the
Design-Builders possession or control, except as follows:

3.2.3.1 In the event the Design-Builder terminates the Architect for cause pursuant to Section 3.7.4, the foregoing license
shall be deemed terminated and replaced by a second, nonexclusive license permitting the Design-Builder to authorize other

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similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections or
additions to the Instruments of Service solely for purposes of completing, using and maintaining the Project.

3.2.3.2 In the event the Architect terminates the Design-Builder for cause pursuant to Sections 3.7.1 or 3.7.4, the Architect
shall assign the license provided under Section 3.2.2 to the Owner in accordance with the same conditions stated in Section
3.2.4 of this Agreement.

3.2.4 If the agreement between the Owner and Design-Builder is terminated for any reason other than the default of the
Owner, the Architect shall convey and shall require its consultants to convey to the Owner a nonexclusive license to use the
Architects Instruments of Service for the completion, use and maintenance of the Project, conditioned upon (1) payment to
the Architect of all amounts due to the Architect and the Architects consultants, and (2) the Architect's receipt of the
Owners written notice to the Architect of the Owners assumption of the Design-Builders duties and obligations under this
Agreement; or if the Owner fails to provide such written notice, (1) payment to the Architect of all amounts due to the
Architect and the Architects consultants, and (2) the Architects receipt of the Owners written agreement to indemnify and
hold harmless the Architect and the Architects consultants from all claims, as well as any expense, including legal fees,
which the Architect and its consultants may thereafter incur by reason of the Owners use of such Instruments of Service.
The Architect shall incorporate the requirements of this Section 3.2.4 in all agreements with its consultants.

3.2.5 Except for the licenses granted in Section 3.2.2, no other license or right shall be deemed granted or implied under
this Agreement. The Design-Builder shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted
herein to another party without the prior written agreement of the Architect. However, subject to the Design-Builders
compliance with its obligations under this Agreement, the Design-Builder shall be permitted to authorize the Design-
Builders other consultants, Contractor, subcontractors, sub-subcontractors and material or equipment suppliers to
reproduce applicable portions of the Instruments of Service for the following purposes: performing services; executing
Work; and coordinating services with those of the Architect by license granted in Section 3.2.2. 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. The
Design-Builder shall not use the Instruments of Service for future additions or alterations to this Project or for other
projects, unless the Design-Builder obtains the prior written agreement of the Architect and the Architect's consultants. Any
unauthorized use of the Instruments of Service shall be at the Design-Builders sole risk and without liability to the
Architect and the Architect's consultants. The Design-Builders license to reproduce and use the Architects and Architects
consultants Instruments of Service may be assigned by the Design-Builder to the Owner in connection with the Owners
use and maintenance of the Project.

3.2. Prior to the Architect providing to the Design-Builder any Instruments of Service in electronic form or the Design-
Builder providing to the Architect any electronic data for incorporation into the Instruments of Service, the Design-Builder
and the Architect shall by separate written agreement set forth the specific conditions governing the format of such
Instruments of Service or electronic data, including any special limitations or licenses not otherwise provided in this
Agreement and, if appropriate, adjustments in the Architects compensation and schedule for performance of the Architects
services.

3.3 6hANCE |N 8ERV|6E8
3.3.1 Change in Services of the Architect, including services required of the Architect's consultants, may be accomplished
after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing, if required by
circumstances beyond the Architect's control, or if the Architect's services are affected as described in Section 3.3.2. In the
absence of mutual agreement in writing, the Architect shall notify the Design-Builder prior to providing such services. If the
Design-Builder deems that all or a part of such Change in Services is not required, the Design-Builder shall give prompt
written notice to the Architect, and the Architect shall have no obligation to provide those services. Except for a change due
solely to the fault of the Architect, any Change in Services of the Architect shall entitle the Architect to an adjustment in
compensation pursuant to Section 5.2, and to any Reimbursable Expenses described in Section 3.8.2 and Section 5.5.

3.3.2 If any of the following circumstances affect the Architect's services for the Project, the Architect shall be entitled to
an appropriate adjustment in the Architect's schedule and compensation:
.1 change in the instructions or approvals given by the Design-Builder that necessitate (1) revisions in
Instruments of Service, (2) changes to services previously performed, (3) changes in the manner of preparing
Instruments of Service, or (4) changes to the performance of services not yet performed;

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.2 enactment or revision of codes, laws or regulations or official interpretations which necessitate changes to
previously prepared Instruments of Service;
.3 decisions of the Owner, Design-Builder or others not rendered in a timely manner;
.4 significant change in the Project including, but not limited to, size, quality, complexity, the Design-Builders
schedule or budget, or procurement method;
.5 failure of performance on the part of the Design-Builder or the Design-Builders consultants or contractors;
. preparation for and attendance at a public meeting or hearing, a dispute resolution proceeding or a legal
proceeding, except where the Architect is party thereto; or
.7 change in the information referred to in Article 1.

3.4 0|8PUTE RE80LUT|0N
3.4.1 If the parties do not resolve their dispute through mediation pursuant to Section 3.4.2, the method of binding dispute
resolution shall be the following:
(If the parties do not select a method of binding dispute resolution, then the method of binding dispute resolution shall be
by litigation in a court of competent jurisdiction.)
(Check one.)

Arbitration pursuant to Section 3.4.3 of this Agreement


Other (Specify)

3.4.2 HE0|AT|0N
3.4.2.1 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 arbitration or the institution of legal or equitable proceedings by either party. If such
matter relates to or is the subject of a lien arising out of the Architects services, the Architect may proceed in accordance
with applicable law to comply with the lien notice or filing deadlines prior to the conclusion of mediation.

3.4.2.2 The parties shall endeavor to resolve claims, disputes and other matters in question between them by mediation
which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Mediation Rules
of the American Arbitration Association currently in effect at the time of the mediation. Request for mediation shall be filed
in writing with the other party to this Agreement and with the American Arbitration Association. The request may be made
concurrently with the filing of a demand for arbitration or institution of legal or equitable proceedings, but, in such event,
mediation shall proceed in advance of arbitration or legal or equitable 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.

3.4.2.3 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

3.4.3AR|TRAT|0N
3.4.3.1 Claims, disputes and other matters in question between the parties arising out of or related to this Agreement that
are not resolved by mediation and which are subject to arbitration pursuant to Section 3.4.1 shall be decided by arbitration
which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Arbitration Rules
of the American Arbitration Association currently in effect at the time of the arbitration. The demand for arbitration shall be
filed in writing with the other party to this Agreement and with the American Arbitration Association.

3.4.3.2 A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question
has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable
proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of
limitations.

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3.4.3.3 An arbitration pursuant to this Section 3.4.3 may be joined with an arbitration involving common issues of law or
fact between the Design-Builder or Architect and any person or entity with whom the Design-Builder or Architect has a
contractual obligation to arbitrate disputes which does not prohibit consolidation or joinder. No other arbitration arising out
of or relating to this Agreement shall include, by consolidation, joinder, or in any other manner, an additional person or
entity not a party to this Agreement or not a party to an agreement with the Design-Builder or Architect, except by written
consent containing a specific reference to this Agreement signed by the Architect, the Design-Builder and any other person
or entities sought to be joined. Consent to arbitration involving an additional person or entity shall not constitute consent to
arbitration of any claim, dispute or other matter in question not described in the written consent or with a person or entity
not named or described therein. The foregoing agreement to arbitrate and other agreements to arbitrate with an additional
person or entity duly consented to by the parties to this Agreement shall be specifically enforceable in accordance with

3.4.3.4 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in

3.5 6LA|H8 F0R 60N8E0UENT|AL 0AHACE8
The Design-Builder and the Architect 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 in accordance with Section 3.7.

3. H|86ELLANE0U8 PR0V|8|0N8
3..1 This Agreement shall be governed by the law of the Projects location, unless otherwise provided in Section 4.2.
3..2 Unless otherwise noted, terms not defined in this Agreement shall have the same meaning as those in AIA Document
A1422004, Exhibit A, Terms and Conditions. Modifications to those definitions in A1422004 executed by the Design-
Builder and Contractor shall be enforceable under this Agreement only to the extent that they are consistent with this
Agreement or approved in writing by the Architect.

3..3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have
Completion of the Architects Portion of the Project for acts or failures to act occurring prior to Substantial Completion of
the Architects Portion of the Project or the date of issuance of the final Certificate for Payment for acts for failures to act
occurring after Substantial Completion of the Architects Portion of the Project or a portion thereof. In no event shall such
statutes of limitations commence to run any later than the date when the Architects services are substantially completed.

3..4 To the extent damages are covered by property insurance during construction, the Design-Builder and the 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 A1412004, Exhibit A,
Terms and Conditions. The Design-Builder or the Architect, as appropriate, shall require of the contractors, consultants,

3..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 Design-Builder or Architect.

3..7 The Architect shall have the right to include photographic or artistic representations 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 or Design-Builders
confidential or proprietary information if the Design-Builder has previously advised the Architect in writing of the specific
information considered by the Owner or Design-Builder to be confidential or proprietary. The Design-Builder shall provide
professional credit to the Architect in the Design-Builders promotional materials for the Project.

3..9 The Design-Builder and Architect, respectively, bind themselves, their partners, successors, assigns and legal
representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such
other party with respect to all covenants of this Agreement. Neither the Design-Builder nor the Architect shall assign this
Agreement without the written consent of the other. In the event the Owner assigns the Agreement between the Owner and
the Design-Builder to an institutional lender providing financing for the Project, and the lender assumes the Owner's rights

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and obligations under the Agreement between the Owner and the Design-Builder, the Architect shall execute all reasonable
consents facilitating such assignment, conditioned upon the Architects receipt of all amounts due as provided in this
Agreement.

3.7 TERH|NAT|0N 0R 8U8PEN8|0N
3.7.1 If the Design-Builder 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, prior to suspension of services,
the Architect shall give seven days' written notice to the Design-Builder. In the event of a suspension of services, the
Architect shall have no liability to the Design-Builder for delay or damage caused the Design-Builder because of such
suspension of services. Before resuming services, the Architect shall be paid all sums due prior to suspension and any
expenses incurred in the interruption and resumption of the Architects services. The Architects fees for the remaining
services and the time schedules shall be equitably adjusted.

3.7.2 If the Project is suspended or the Architects services are suspended by the Design-Builder, the Architect shall be
compensated for services performed prior to 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.

3.7.3 If the Project is suspended or the Architects services are suspended for more than 90 cumulative days, the Architect
may terminate this Agreement by giving not less than seven days' written notice.

3.7.4 This Agreement may be terminated by either party 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 for the following causes:
.1 failure to provide services with promptness and diligence in accordance with any schedule agreed to by the
Design-Builder and Architect;
.2 failure to provide appropriately qualified design professionals;
.3 failure to comply with legal, regulatory and code requirements; or
.4 failure substantially to perform this Agreement.

3.7.5 This Agreement may be terminated by the Design-Builder upon not less than seven days' written notice to the
Architect for the Design-Builders convenience and without cause.

3.7. In the event of termination not solely the fault of the Architect, the Architect shall be compensated for services
performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in
Section 3.7.7.

3.7.7 Termination Expenses are in addition to compensation for the services of the Agreement and include expenses
directly attributable to termination for which the Architect is not otherwise compensated, plus an amount for the Architect's

3.8 PAYHENT8 T0 ThE AR6h|TE6T
3.8.1Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon
presentation of the Architect's statement of services. No deductions shall be made from the Architect's compensation on
account of penalty, liquidated damages or other sums withheld from payments to the Design-Builder, or on account of the
cost of changes in the Architects Portion of the Work other than those for which the Architect has been adjudged to be
liable.

3.8.2 Reimbursable Expenses are in addition to compensation for the Architect's services and include expenses incurred by
the Architect and Architect's employees and consultants directly related to the Project, as identified below:
.1 transportation in connection with the Project, authorized out-of-town travel and subsistence, and electronic
communications;
.3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service;
.4 expense of overtime work requiring higher than regular rates if authorized in advance by the Design-Builder;

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.5 renderings, models and mock-ups requested by the Design-Builder;
. expense of professional liability insurance dedicated exclusively to this Project or the expense of additional
insurance coverage or limits requested by the Design-Builder in excess of that normally carried by the
Architect and the Architect's consultants;
.7 reimbursable Expenses as designated in Section 5.5; and
.8 other similar direct Project-related expenditures.

3.8.3 Records of Reimbursable Expenses, of expenses pertaining to a Change in Services, and of services performed on
the basis of hourly rates or a multiple of Direct Personnel Expense shall be available to the Design-Builder at mutually
convenient times.

3.8.4 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the
portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes
and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar
contributions.

ART|6LE 4 860PE 0F ACREEHENT
4.1 This Agreement represents the entire and integrated agreement between the Design-Builder and the Architect and
only by written instrument signed by both Design-Builder and Architect. This Agreement is comprised of the documents
listed below:
.1 AIA Document B1432004, Standard Form of Agreement Between Design-Builder and Architect.
.2 Exhibit A: AIA Document B1432004, Exhibit A, Initial Information, or as follows:
(List other documents, if any, delineating initial information upon which this Agreement is based and attach
to this Agreement as Exhibit A.)

.3 Exhibit B: AIA Document B1432004, Exhibit B, Architects Services, or as follows:
(List other documents, if any, delineating Architects scope of services and attach to this Agreement as
Exhibit B.)

.4 other documents, as follows:

4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows:

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ART|6LE 5 60HPEN8AT|0N
5.1 For the Architects services under this Agreement, compensation shall be computed as follows:
(Insert amount and/or basis of determining each component of compensation, including, where applicable, rates and
multiples of Direct Personnel Expense for Principals and employees, and identify Principals and classify employees, if
required; provide details regarding participation in shared savings, bonuses or other incentive provisions, if any.)

5.2 For a Change in Services as described in Section 3.3, the Architects compensation shall be adjusted as described
below or, if no method of adjustment is indicated in this Section 5.2, in an equitable manner.
(Insert basis of adjustment, including rates and multiples of Direct Personnel Expense for Principals and employees, and
identify Principals and classify employees, if required. Identify specific services to which particular methods of

5.3 For a Change in Services of the Architects consultants, compensation shall be computed as a multiple of
( ) times the amounts billed to the Architect for such services.

5.4 For Reimbursable Expenses as described in Section 3.8.2, and any other items included in Section 5.5 as
Reimbursable Expenses, compensation shall be computed as a multiple of ( ) times the
expenses incurred by the Architect and the Architects employees and consultants.

5.5 Other Reimbursable Expenses, if any, are as follows:

5. The rates and multiples for services of the Architect and its consultants as set forth in this Agreement shall be adjusted
in accordance with their normal salary review practices.

5.7 An initial payment of Dollars ($ ) shall be made upon execution
of this Agreement and is the minimum payment earned under this Agreement. It shall be credited to the Design-Builders
account at final payment. Subsequent payments for services shall be made monthly, and where applicable, shall be in
proportion to services performed on the basis set forth in this Agreement.

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severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten
(10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects legal
counsel, copyright@aia.org.

1


ThE 0E8|CN-U|L0ER:
(Name and address)

ThE AR6h|TE6T:
(Name and address)

The Agreement is based on the following information and assumptions and the Design-Builder and Architect may
reasonably rely upon them in determining the Architects compensation. Both parties recognize, however, that such
information may change and, in such event, the Design-Builder and Architect shall negotiate appropriate adjustments in
schedule, compensation or changes in services in accordance with Section 3.3 of the Agreement.
(Note the disposition of the following items by inserting the requested information or a statement such as "not
applicable," "unknown at this time" or "to be determined later by mutual agreement.")

ART|6LE A.1 PR0JE6T PARAHETER8
A.1.1 The objectives and uses are:
(Identify or describe, as appropriate, proposed objectives and uses.)

A.1.2 The physical parameters are:
and services; etc.)

A.1.3 The Project Criteria provided to the Architect by the Design-Builder for the Project are as follows:
(Identify documentation provided.)

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A.1.4 Other Project requirements identified by the Design-Builder are as follows:
(Identify other requirements that are supplemental to the Project Criteria, if any.)

A.1.5 The legal parameters are as follows:
(Identify pertinent legal information, including, if appropriate, land surveys and legal descriptions and restrictions of
the site, such as zoning and other public regulations governing use of the site, deed restrictions, covenants and other
restraints, etc.)

A.1. The financial parameters are as follows:
.1 amount of the Design-Builders overall budget for the Project, including the Design-Builders and
Architects compensation, as follows:

.2 amount of the Design-Builders budget for the Cost of the Work for the Architects Portion of the
Project, excluding the Design-Builders and Architects compensation, as follows:

A.1.7 The Design-Builders schedule parameters are as follows:
(Identify, if appropriate, milestone dates, durations or fast track scheduling.)

A.1.8 The Design-Builders construction procurement method for the Project is as follows:
(Identify procurement method, such as competitive bid, negotiated contract, single bid, multiple prime contractors,
construction management or to be performed with the Design-Builders own forces.)

A.1.9 The insurance parameters are as follows:
(Identify types and limits of insurance coverage, deductible amounts, and other insurance requirements applicable to
the Project.)

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A.1.10 Other parameters are as follows:
(Identify special characteristics or needs of the Project, such as energy, environmental, or historic preservation.)

ART|6LE A.2 PR0JE6T TEAH
A.2.1 The Design-Builders Designated Representative is as follows:

A.2.2 The cost consultant, if any, to be retained by the Design-Builder is as follows:

A.2.3 Other consultants, design professionals and contractors retained by the Design-Builder are as follows:
(List discipline, specialty or trade, and, if known, identify them by name and address.)

A.2.4 The Architects Designated Representative is as follows:

A.2.5 Mechanical, Electrical, Plumbing, Structural, Civil and Landscape Architecture consultants, if any, retained
by the Architect at the Architects expense are as follows:

A.2. Other consultants retained at the Architects expense are as follows:

A.2.7 The Owner's Designated Representative identified in the agreement between the Owner and Design-Builder
is as follows:

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A.2.8 Consultants and separate contractors, if any, retained by the Owner are as follows:
(List name, address, discipline, specialty or trade and other information.)

A.2.9 The persons or entities, if any, in addition to the Owner's and Design-Builders Designated Representatives,
who are required to review the Architects Instruments of Service are as follows:

ART|6LE A.3 0ThER |N|T|AL |NF0RHAT|0N:
A.3.1 Other initial information is as follows:
(Identify other initial information on which the Agreement is based.)

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5.8 Payments are due and payable ( ) days from the date of the Architects 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. No
amounts shall be withheld as retainage from payments due.

(Usury laws and requirements under the Federal truth in Lending Act, similar state and local consumer credit laws and
other regulations at the Design-Builders and Architects principal places of business, the location of the Project and

5.9 If the services covered by this Agreement have not been completed by through no fault of the
Architect, extension of the Architects services beyond that time shall be compensated as provided in Section 5.2.


0E8|CN-U|L0ER (Signature) AR6h|TE6T (Signature)

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ThE 0E8|CN-U|L0ER:
(Name and address)

ThE AR6h|TE6T:
(Name and address)

TALE 0F ART|6LE8

.1 860PE 0F 8ERV|6E8

.2 0E8|CN A0H|N|8TRAT|0N 8ERV|6E8

.3 EVALUAT|0N AN0 E8T|HAT|NC 8ERV|6E8

.4 0E8|CN 8ERV|6E8

.5 60N8TRU6T|0N PR06UREHENT 8ERV|6E8

. 60N8TRU6T|0N 60NTRA6T A0H|N|8TRAT|0N 8ERV|6E8

.7 FA6|L|TY 0PERAT|0N 8ERV|6E8

.8 0E86R|PT|0N 0F 8ERV|6E8

.9 6hANCE |N 8ERV|6E8

ART|6LE .1 860PE 0F 8ERV|6E8
.1.1The Architect shall provide to the Design-Builder only the services in this Exhibit B that are designated by a
check or X in the box adjacent to the listed service.
(Designate the services the Architect shall provide by placing a check or X in the box adjacent to the listed
service. Insert quantities where requested and, if necessary, provide in Article B.8 expanded or modified
descriptions of the designated services.)

ART|6LE .2 0E8|CN A0H|N|8TRAT|0N 8ERV|6E8

.2.1 General Administration: Manage and coordinate the Architects services and those provided by the
Architects consultants, consult with the Design-Builder, review applicable criteria provided by the Design-
Builder, communicate with members of the Project team and issue progress reports pertaining to the
Architects services.

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.2.2 Multi-Discipline Coordination: Coordinate services provided by the Architect and the Architects
consultants with those services provided by the Owner, the Owner's consultants, the Design-Builder and the
Design-Builders consultants and contractors.

.2.3 Design Services Scheduling: Prepare and periodically update a design services schedule that shall
identify milestone dates for decisions required of the Owner, the Design-Builder and the Design-Builders
consultants and contractors; services furnished by the Architect; and completion of Construction Documents.

.2.4 Materials, Systems and Equipment Evaluation: Assist the Design-Builder with the evaluation of
alternative materials, building systems and equipment, together with other considerations based on the Project
Criteria, other criteria, the Project budget and aesthetics in developing the design for the Project.

.2.5 Project Design Presentations: Make presentations to explain the design of the Project to the Owner,
Design-Builder or governmental authorities.
.1 Provide not more than ( ) presentations over the duration of the Project.

.2. Design-Builder and Owner Submissions: Submit design and Construction Documents to the
Design-Builder at scheduled intervals for purposes of evaluation and approval by the Design-Builder. The
Architect shall be entitled to rely on approvals received from the Design-Builder in the further execution of
the Architects services.
.1 Provide not more than ( ) submissions over the duration of the Project.

.2.7 Governmental Authorities Submissions: Assist the Design-Builder in connection with the Design-
Builders responsibility for filing documents required for the approval of governmental authorities having
jurisdiction over the Project.
.1 Provide not more than ( ) submissions over the duration of the Project.

ART|6LE .3. EVALUAT|0N AN0 E8T|HAT|NC 8ERV|6E8

.3.1Project Criteria, Schedule and Budget: Provide an evaluation of the information furnished by the
Design-Builder under this Agreement, including the Project Criteria, other requirements provided by the
Design-Builder, the Project schedule, and the budget for the Cost of the Work for the Architects Portion of
the Project, each in terms of the other. The Architect shall notify the Design-Builder of any other information
or services that may be reasonably required for the Architects Portion of the Project.

.3.2Site Evaluation: Provide an evaluation of the Project site based on the information provided by the
Design-Builder, the Project Criteria, other criteria provided by the Design-Builder, and the schedule and
budget for the Cost of the Work for the Architects Portion of the Project.

.3.3 Selection of Construction Contracting Method: Review the Design-Builders proposed method of
contracting for construction services; notify the Design-Builder of anticipated impacts that the proposed method
may have on the Project Criteria, other criteria provided by the Design Builder, and the schedule and budget for
the Cost of the Work for the Architects Portion of the Project.

.3.4 Estimates of the Cost of the Work for the Architects Portion of the Project: Prepare an estimate
of the Cost of the Work for the Architects Portion of the Project. As the design progresses through the
preparation of the Construction Documents, periodically update the estimate of the Cost of the Work for the
Architects Portion of the Project.

ART|6LE .4 0E8|CN 8ERV|6E8

.4.1 Design Documents: Provide design documents based on the Design-Build Documents defined in
Article 1 of A1412004, Standard Form of Agreement Between Owner and Design-Builder, other criteria
provided by the Design-Builder, the schedule and the budget for the Cost of the Work, all as pertaining to the
Architects Portion of the Project. The documents shall establish the design of the Architects Portion of the
Project illustrating the scale and relationship of the design components. Deviations, if any, from the Project
Criteria shall be disclosed in writing. The design documents may include a site plan, building plans, sections

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and elevations, study models, and perspective sketches. Selections of major building systems and construction
materials shall be noted on the drawings or described in outline specifications.

.4.2 Construction Documents: Provide construction documents based on the approved design documents
and updated budget for the Cost of the Work for the Architects Portion of the Project. The construction
documents shall set forth the requirements for construction of the Architects Portion of the Project. The
construction documents shall include drawings and specifications that establish the quality levels of materials
and systems required for the Architects Portion of the Project.

.4.3 Specification of Performance or Design Criteria: If professional design services or certifications by
a design professional related to systems, materials or equipment are specifically required by the Contract
Documents to be provided by a person or entity other than the Architect or the Architects consultants, the
Architect shall specify appropriate performance and design criteria that such services must satisfy.

ART|6LE .5 60N8TRU6T|0N PR06UREHENT 8ERV|6E8

.5.1 Bidding/Proposal Information: Assist the Design-Builder in preparing bidding and procurement
information which describes the time, place and conditions of bidding; bidding or proposal forms; the form of
agreement between the Design-Builder and the Contractor; and the Conditions of the Contract for Construction
(General, Supplementary and other conditions).

.5.2 Selection of Bidders/Proposers: Assist the Design-Builder in establishing a list of prospective
contractors from whom bids or proposals will be solicited.

.5.3 Bidding/Proposal Document Reproduction: Arrange for procuring the reproduction of documents
for distribution. The Design-Builder shall pay directly for the cost of reproduction or shall reimburse the
Architect for such expenses.

.5.4Bidding/Proposal Document Distribution: Distribute the documents and request their return upon
completion of the bidding/proposal process; maintain a log of distribution and retrieval, and the amounts of
deposits, if any, received from and returned to prospective bidders/proposers.

.5.5Substitutions: Review requests for substitutions, if permitted by the bidding/proposal documents;
prepare and distribute addenda identifying approved substitutions to all prospective bidders/proposers.

.5.Pre-Bid/Proposal Conference: Participate in, or at the Design-Builders direction organize and
conduct, a pre-bid conference for prospective bidders or pre-proposal conference for prospective proposers.

.5.7Addenda: Prepare responses to questions from prospective bidders/proposers and provide
clarifications and interpretations of the in the form of addenda.

.5.8Opening of Bids/Proposals: Participate in, or at the Design-Builders direction organize and conduct,
the opening of the bids/proposals; document and distribute the results, as directed by the Design-Builder.

.5.9 Bid/Proposal Evaluation: Assist the Design-Builder in bid validation or proposal evaluation
and determination of the successful bid or proposal, if any; notify all prospective bidders or contractors
of the bid or proposal results.

.5.10Bid/Proposal Negotiations: Assist the Design-Builder during negotiations with selected prospective
contractors and prepare a summary report of the negotiation results, as directed by the Design-Builder.

ART|6LE . 60N8TRU6T|0N 60NTRA6T A0H|N|8TRAT|0N 8ERV|6E8

..1 General Administration: Provide administration of the Contract for Construction between the Design-
Builder and the Contractor for the Architects Portion of the Project as set forth below. Duties, responsibilities
and limitations of authority of the Architect under this Article B.6 shall not be restricted, modified or extended
without written agreement of the Design-Builder and Architect. The Architect shall have authority to act on
behalf of the Design-Builder only to the extent provided in this Agreement unless otherwise modified in

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writing. Responsibility to provide the Construction Contract Administration Services under this Agreement
shall coincide with the date of the first service provided in accordance with the Contract for Construction and
shall terminate sixty (60) days after the date of Substantial Completion of the Architects Portion of the
Project.

..2 Requests for Information: Review properly prepared, timely requests by the Contractor for
additional information about the Contract Documents. A properly prepared request for additional information
about the Contract Documents shall be in a form prepared or approved by the Architect and shall include a
detailed written statement that indicates the specific drawings or specifications in need of clarification and the
nature of the clarification requested. If deemed appropriate by the Architect, the Architect may, on the
Design-Builders behalf, prepare, reproduce and distribute supplemental drawings and specifications in
response to requests for information by the Contractor.

..3 Evaluations of the Architects Portion of the Project
..3.1 Visit the site on behalf of the Design-Builder at intervals appropriate to the stage of the Contractors
operations, or as otherwise agreed to by the Design-Builder and the Architect, (1) to become generally
familiar with and to keep the Design-Builder informed about the progress and quality of the Architects
Portion of the Project completed, (2) to endeavor to guard the Design-Builder against defects and deficiencies
in the Architects Portion of the Project, and (3) to determine in general if the Architects Portion of the
Project is being performed in a manner indicating that the Architects Portion of the Project, when 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 Architects Portion of the
Project.
.1 Provide not more than ( ) visits to the Project site by the
Architect over the duration of the Project during construction.

..3.2 Report to the Design-Builder known deviations from the Contract Documents and from the most
recent construction schedule submitted by the Contractor. However, the Architect shall not be responsible for
the Contractors failure to perform the Architects Portion of the Project in accordance with the requirements
of the Contract Documents. The Architect shall be responsible for the Architects negligent acts or omissions,
but shall not have control over or charge of and shall not be responsible for acts or omissions of the Design-
Builder, Contractor, Subcontractors, or their agents or employees, or of any other persons or entities
performing the Architects Portion of the Project.

..3.3 The Architect shall have access to the Architects Portion of the Project whenever it is in preparation
or progress.

..4 Rejection of Work
..4.1 Reject Work that does not conform to the Contract Documents prepared by the Architect and, when
necessary or advisable, to require inspection or testing of Work which is part of the Architects Portion of the
Project in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated,
installed or completed. However, neither this authority nor a decision made in good faith either to exercise or
not to exercise such authority shall give rise to a duty or responsibility to the Contractor, Subcontractors,
material and equipment suppliers, their agents or employees or other persons or entities performing portions
of the Architects Portion of the Project.

..4.2 The Architect shall have authority to reject Work that does not conform to the Contract Documents.

..5 Recommendations for Payments to Contractor
..5.1 Based on evaluations of the Architects Portion of the Project as described in Section B.6.3 and on
the data comprising the Contractor's Application for Payment, review the Contractors requests for amounts
due and make recommendations to the Design-Builder indicating adjustments, if any, in such amounts due.
Such recommendation for payment shall constitute a representation to the Design-Builder that, to the best of
the Architects knowledge, information and belief, the Architects Portion of the Project has progressed to the
point indicated and the quality of the Architects Portion of the Project is in accordance with the Contract
Documents. The foregoing representations are subject to (1) an evaluation of the Architects Portion of the

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Project 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. Maintain a record of the Contractors Applications
for Payment.

..5.2 The issuance of a recommendation 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 Architects
Portion of the Project, (2) reviewed construction means, methods, techniques, sequences or procedures, (3)
reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested
by the Design-Builder 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.

.. Submittals
...1 Review and approve submittals, such as Shop Drawings, product data and samples for the
Architects Portion of the Project, for the limited purpose of checking for conformance with information
given and the design concept expressed in the Contract Documents. Such action shall be taken subsequent to
the Design-Builders or Contractors review and approval and with such reasonable promptness as to cause
no delay in the Architects Portion of the Project or in the activities of the Contractor, while allowing
sufficient time to permit adequate review. Review of such submittals is not conducted for the purpose of
determining the accuracy and completeness of other details such as dimensions and quantities, or for
substantiating instructions for installation or performance of equipment or systems, all of which remain the
responsibility of the Contractor as required by the Contract Documents. Review of submittals shall not
constitute approval of safety precautions or of any construction means, methods, techniques, sequences or
procedures. Approval of a specific item shall not indicate approval of an assembly of which the item is a
component nor shall such review relieve the Contractor or its sole responsibility for the adequacy, suitability,
performance, quality, or completeness of such submittals.
.1 Provide not more than ( ) reviews of each Shop Drawing,
product data item, sample and similar submittal of the Contractor.

...2 Maintain a record of submittals and copies of submittals supplied by the Contractor relating to the
Architects Portion of the Project in accordance with the requirements of the Contract Documents.

..7 Changes in the Work
..7.1 Review and Prepare Proposed Change Orders and Construction Change Directives. Review
properly prepared, timely requests for changes in the Architects Portion of the Project, including adjustments
to the Contract Sum or Contract Time. A properly prepared request for a change in the Architects Portion of
the Project shall be accompanied by sufficient supporting data and information to permit a reasonable
determination without extensive investigation or preparation of additional drawings or specifications. Prepare
Change Orders and Construction Change Directives for the Design-Builders approval and execution in
accordance with the Contract Documents. Prepare and distribute drawings and specifications to describe
Work to be added, deleted or modified, as provided in Section B.9.1.3. Maintain records relative to changes
in the Architects Portion of the Project.

..7.2 Minor Changes. Issue an order for a minor change in the Architects Portion of the Project.

..8 Project Completion

..8.1 Substantial Completion Inspection: Conduct inspections of the Architects Portion of the Project
to determine the date or dates of Substantial Completion and the date of final completion. Such inspections
shall be conducted to check the Architects Portion of the Project for conformance with the requirements of
the Contract Documents for the Architects Portion of the Project and to verify the accuracy and
completeness of the list submitted by the Contractor to be completed or corrected.
1 Provide not more than ( ) inspections for any portion of the
Architects Portion of the Project to determine whether such portion is substantially complete in

AIA Document B143


6

.2 Provide not more than ( ) inspections for any portion of the
Work to determine final completion.

..8.2 Final Payment: Make recommendation for final payment to the Contractor based on a final
inspection of the Architects Portion of the Project.

..8.3 Project Completion Documents: Receive from the Contractor and forward to the Design-Builder
(1) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final
payment, and (2) affidavits, receipts, releases and waivers of liens or bonds indemnifying the Owner and
Design-Builder against liens. Receive from the Contractor and forward to the Design-Builder for Design-
Builders review and records, written warranties and related documents required by the Contract Documents
and assembled by the Contractor.

ART|6LE .7 FA6|L|TY 0PERAT|0N 8ERV|6E8

.7.1 Warranty Review Services: During the 12 months from the date of Substantial Completion review
selected materials, systems and equipment prior to expiration of the warranty period(s) to ascertain their
adequacy of performance. Document defects or deficiencies. Prepare instructions for correction of noted
defects.

.7.2 Project Anniversary Review: Prior to the expiration of one year from the date of Substantial
Completion, meet with the Design-Builder and the Owner to review facility operations and performance and
make appropriate recommendations to the Design-Builder.

ART|6LE .8 0E86R|PT|0N 0F 8ERV|6E8
(In the space below, provide expanded or modified descriptions of the services designated above, add other services
as space permits, or refer to an attachment to this document.)

AIA Document B143


7

.9 6hANCE |N 8ERV|6E8
.9.1 If applicable to the services designated in Article B.6 of this Exhibit B, then the following shall be provided
as a Change in Services in accordance with Section 3.3 of the Agreement:
.1 review of a Contractor's submittal out of sequence from the submittal schedule agreed to by the
Architect;
.2 respond to the Contractors requests for information where such information is available to the
Contractor from a careful study and comparison of the Contract Documents, field conditions, other
Design-Builder-provided information, Contractor-prepared coordination drawings, or prior Project
correspondence or documentation;
.3 prepare Change Orders and Construction Change Directives requiring evaluation of proposals,
including the preparation or revision of Instruments of Service;
.4 provide consultation concerning replacement of Work resulting from fire or other cause during
construction;
.5 evaluate claims submitted by the Design-Builders consultants, the Contractor or others in connection
with the Work;
. evaluate substitutions proposed by the Design-Builder, the Design-Builders consultants or the
Contractor and making subsequent revisions to Instruments of Service resulting therefrom;
.7 prepare documentation in connection with alternate bid or proposal requests submitted by the Design-
Builder; or
.8 perform Construction Contract Administration Services provided more than sixty (60) days after the
last date of Substantial Completion of the Architects Portion of the Project.

Document B144/ARCH-CM
TM
1993
Instructions
Standard Form of Amendment for the Agreement Between Owner and Architect
where the Architect Provides CONSTRUCTION MANAGEMENT Services as an Adviser to the Owner
AIA Document B144/ARCH-CM 1993. Copyright 1993 by The American Institute of Architects. All rights reserved. WARNING: 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.
Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail
The American Institute of Architects legal counsel, copyright@aia.org.

1

GENERAL INFORMATION

Purpose
This document is an amendment for use in circumstances where the Architect agrees to provide the Owner with a
package of construction management services to expand upon, blend with, and supplement the Architects design and
other construction administration services described in AIA Document B141, Standard Form of Agreement Between
Owner and Architect. The Architects role under B141 as an adviser to the Owner is preserved in B144/ARCH-CM, and
the services provided under this Amendment may be readily incorporated with the Architects other services as
described in B141 and A201, the General Conditions of the Contract for Construction. Unlike AIAs guides for
amending particular documents, such as AIA documents A511 and B511, this document is a standard form amendment
rather than a model form.

Related Documents
This document is intended to be used in conjunction with AIA Documents:
a) B141, Standard Form of Agreement Between Owner and Architect,
b) A201, General Conditions of the Contract for Construction, and
c) other related documents that are intended to work with B141 and A201, such as C141, Standard Form of Agreement
between Architect and Consultant.

Under this document, it is not intended that the Architect provide the Owner with a Guaranteed Maximum Price (GMP)
or determine the means, methods, or safety requirements for the project by contracting directly with subcontractors.
Although this document is philosophically similar to the AIAs Construction Manager-Adviser (CMa) documents,
B144/ARCH-CM should not be used in conjunction with any of the CMa documents, since an underlying premise of
B144/ARCH-CM is that there are only three primary players on the project: the Owner, the Architect (who is providing
construction management services) and the Contractor. Alternatively, the CMa documents, envision a fourth player on
the team who serves as an independent construction manager. For this reason, and to ensure consistency and parallel
language with B141 and A201, the B144/ARCH-CM document should not be used with any other construction
management documents.

consistency of language and intent. Certain owners require the use of owner-architect agreements and other contract
forms that they prepare. Such forms should be carefully compared to the standard AIA forms for which they are being
substituted before execution of an agreement. If there are any significant omissions, additions or variances from the
terms of the related standard AIA forms, both legal and insurance counsel should be consulted. Of particular concern is
the need for consistency between the B141 as amended by B144/ARCH-CM and the anticipated General Conditions of
the Contract for Construction in the delineation of the Architects Construction Phase services and responsibilities.

developed through more than seventy-five years of experience and have been tested repeatedly in the courts. In addition,
the standard forms have been carefully coordinated with other AIA Documents.

Prior to using any AIA document, the user should consult the AIA, an AIA component chapter or a current AIA
Documents List to determine the current edition of each document.


Document, or
Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-

Reproductions

B144/ARCH-CM, but only for use in connection with a particular project. The AIA will not permit reproduction outside
of the limited license for reproduction granted above, except upon written request and receipt of written permission
from the AIA.


copyright@aia.org


This is the first edition of AIA Document B144/ARCH-CM. Although similar in its description of services to AIA
Document B801/CMa, this new document has no direct precursor.

COMPLETING THE B144/ARCH-CM FORM

Modifications
document.



permits.


cloud legal interpretation given to a standard clause. Furthermore, retyping and electronic scanning are not permitted under
the users limited license for use of the document, constitute the creation of a derivative work and violate the AIAs
copyright.

Cover Page
Amendment Date: The date of the Amendment is the date that the Amendment becomes effective. It may be the date
that an oral agreement was reached, the date the Amendment was originally submitted to the Owner, the date the Owner
authorizes the Architect to commence services or the date of actual execution. Professional services described in this
Amendment should not be performed prior to the effective date of the Amendment.

Agreement Date: The date of the Agreement between the Owner and Architect should be the date found on the cover
page of the B141 document as executed by the Owner and Architect for this particular Project.
2


Document, or

Identification of Parties: Parties to this Amendment should be identified in the same manner as they are in the
Agreement.

Project Description: The proposed Project should be described in the same manner as it is in the Agreement.

A single method of compensation could be provided for all phases of construction management service. Depending on
Project requirements, however, it may be preferable to insert language covering one form of compensation for Basic
Services performed during the Preconstruction Phases and a different form of compensation for Basic Services
performed during the Construction Phase, based on negotiation and agreement by the parties. These Instructions assume
the use of B141. Before inserting any provision, review and verify that if a cross-reference is made to the Agreement,
there exists a corresponding provision in the executed version of B141 that has already been completed with specific
information about the appropriate method of compensation. Sample language covering several forms of compensation
for Basic Services, which should be inserted in Article 5, is provided below.

Multiple of Direct Personnel Expense:
Compensation for services rendered by principals, employees and consultants shall be based on a Multiple of Direct
Personnel Expense in the same manner as described in the Agreement.

If a Multiple of Direct Salary Expense is used, the term Direct Salary should be substituted for Direct Personnel
above, and it should be defined in Article 6 of this Amendment.

Professional Fee Plus Expenses:
Compensation shall be based on a Professional Fee of ________ Dollars ($______) plus compensation for services
rendered by Principals and employees.

Stipulated Sum:
Compensation shall be a Stipulated Sum of ________ Dollars ($______).

Percentage of Construction Cost:
Compensation shall be based on ________ percent (___%) of the Construction Cost.
If compensation is based on a Stipulated Sum or a Percentage of Construction Cost, the following Section should be
completed and inserted:

Progress payments for Basic Services in each phase shall equal the following percentages of the total Basic
Compensation payable:
Preconstruction Phases ________ percent (___%)
Construction Phase ________ percent (___%)

In Article 5, insert provisions describing compensation for Additional Services. For example, if hourly rates are used,
the provision might read:

Principals time at the fixed rate of ________ Dollars ($______) per hour. For the purposes of this Article, the
Principals are:

These billing rates shall be adjusted annually (semi-annually) in accordance with the Architects adjustments in
compensation for Principals and employees. (Add agreed-upon limitations.)

If a Multiple of Direct Personnel Expense is used, insert a provision similar to the sample language provided above for
Basic Services, and clearly note that Additional Services are involved.

6.1 Any additional reimbursable expense for construction management services should be listed under Section 6.1.

6.2 Include any further information required to describe other services or conditions of this Amendment. The Owner
and the Architect should carefully review the Additional Services listed in the Agreement, so that those to be performed
under Basic Services for the Project are so noted in this Amendment.

3


Document, or

It is imperative that any changes in the duties of the Architect during the Construction Phase be considered with extreme
care and coordinated with the terms of A201, General Conditions of the Contract for Construction.

EXECUTION OF AMENDMENT

Each person executing the Amendment should indicate the capacity in which they are acting (i.e., president, secretary,
partner, etc.), and the authority under which they are executing the Amendment. Where appropriate, a copy of the

4
Document B144/ARCH-CM
TM
1993
Standard Form of Amendment for the Agreement Between Owner and Architect
where the Architect Provides CONSTRUCTION MANAGEMENT Services as an Adviser to the Owner



Document, or

1

legal consequences.
This document is for use with
the 1987 edition of AIA
This AMENDMENT dated:
(Insert this Amendments effective date)

is made to the AGREEMENT dated
(Insert the date of the Agreement between the Owner and the Architect)

BETWEEN the Owner:
(Name and Address)

and the Architect:
(Name and Address)

(Include detailed description of Project, location, address and scope.)

The Owner and the Architect agree that the terms and conditions governing the Architects services and responsibilities
under the Agreement referred to above shall be amended to include the construction management services specified in
this Amendment as an addition to the Architects Basic Services under that Agreement.


Document, or

2

ARTICLE 1 CONSTRUCTION MANAGEMENT RESPONSIBILITIES
1.1 The construction management services to be provided by the Architect are as enumerated in Articles 2 and 3 of this
Amendment and any other services included in Article 6.

1.2 The Architect shall provide organization, personnel and management to carry out the requirements of this
Amendment in an expeditious and economical manner consistent with the interests of the Owner.

1.3 The services covered by this Amendment are subject to the time limitations contained in the Agreement between
Owner and Architect referenced above.

ARTICLE 2 SCOPE OF SERVICES DURING PRECONSTRUCTION PHASES
2.1 The Architect, as a part of the Architects review of the program furnished by the Owner, shall provide a preliminary
evaluation of the feasibility of the Owners program, schedule and construction budget requirements, each in terms of the other.

2.2 The Architect shall prepare, in addition to preliminary estimates of Construction Cost for program requirements
based on early schematic designs and other design criteria, comparative estimates for the cost evaluations of alternative
materials and systems.

2.3 As the Architect progresses with the preparation of the Schematic Design, Design Development and Construction
Documents, the Architect shall prepare and update preliminary Construction Cost estimates with increasing detail and
refinement. Such estimates shall be provided for the Owners review and approval prior to the commencement of
performance by the Architect of services for each succeeding Preconstruction Phase. If separate contracts are to be
awarded, the estimated cost of the scope of Work for each contract shall be indicated with supporting detail. The
Architect shall advise the Owner if it appears that a preliminary Construction Cost estimate may exceed the latest
approved Project budget and make recommendations for corrective action.

2.4 Following the Owners approval of the Construction Documents, the Architect shall update and submit the latest
estimate of Construction Cost for the Owners approval in accordance with the Agreement.

2.5 The Architect shall submit recommendations on relative feasibility of construction methods, methods of Project
delivery, availability of materials and labor, time requirements for procurement, installation and construction, and
appropriate utilization of the site for mobilization of construction forces and materials.

2.6 The Architect shall prepare and update a Project schedule to show the timing of anticipated services and construction
Work for the Owners review and approval prior to commencement of the Architects services for each succeeding
Preconstruction Phase.

2.7 In developing the Project schedule, the Architect shall identify critical and long-lead-time items for the coordination
and integration of the Architects services with the Owners responsibilities, including the services of the Owners other
consultants and contractors.

2.8 The Architect shall assist the Owner in selecting, retaining and coordinating the professional services of surveyors,
special consultants and testing laboratories required for the Project.

2.9 The Architect shall submit a list of prospective bidders and a bidding schedule for the Owners review and approval.

2.10 The Architect shall solicit bidders interest in the Project. The Architect shall assist the Owner in issuing bidding
documents to bidders and conduct pre-bid conferences with prospective bidders. The Architect shall assist the Owner
with the receipt of questions from bidders and the issuance of addenda.

2.11 The Architect shall receive bids, prepare bid analyses and make recommendations to the Owner for the Owners
award of Contracts.

2.12 The Architect shall conduct pre-award conferences with successful bidders. The Architect shall advise the Owner
of any reasonable objections to the proposed list of Subcontractors and material suppliers.

2.13 The Architect shall make recommendations to the Owner regarding the assignment of responsibilities for providing
temporary Project facilities and services for common use of the Contractors. The Architect shall verify that the
requirements and assignment of responsibilities are included in the proposed Contract Documents.


Document, or

3

2.14 The Architect shall advise the Owner on the division of the Project into separate contracts or various categories for
work including method be used for selecting Contractors and awarding contracts.

2.15 The Architect shall make recommendations to the Owner regarding the allocation of responsibilities for Project
conditions among the Contractors.

2.16 The Architect shall assist the Owner in obtaining applicable building permits and special permits for permanent
improvements, excluding permits required to be obtained directly by the various Contractors.

ARTICLE 3 SCOPE OF SERVICES DURING THE CONSTRUCTION PHASE
3.1 The Architect shall prepare a Project construction schedule providing for each scope of Work, including phasing of
construction, times for commencement and completion required of each separate Contractor, ordering and delivery of
materials requiring long-lead time and the occupancy requirements of the Owner.

3.2 The Architect shall provide the Project construction schedule for each set of Contract Documents.

3.3 The Architect shall provide administrative, management and related services to endeavor to coordinate the activities of
the Contractors with each other and with those of the Owner and the Architect to complete the Project in accordance with
the latest approved estimate of Construction Cost, the Project construction schedule and the Contract Documents.

3.4 The Architect shall schedule and conduct preconstruction, construction and progress meetings with the Owner and
the Contractors to discuss such matters as procedures, progress and scheduling. The Architect shall prepare and promptly
distribute minutes to the Owner and Contractors.

3.5 Utilizing the Construction Schedules provided by the Contractors, the Architect shall update the Project construction
schedule incorporating the activities of the Contractors on the Project, including activity sequences and durations,
allocation of labor and materials, processing of Shop Drawings, Product Data and Samples, and delivery of products
requiring long-lead time and procurement. The Project construction schedule shall include the Owners occupancy
requirements showing portions of the Project having occupancy priority. The Architect shall update and reissue the
Project construction schedule as required to show current conditions. If an update indicates the previously approved
Project construction schedule may not be met, the Architect shall recommend corrective action to the Owner.

3.6 Consistent with the Bidding Documents, and utilizing information from the Contractors, the Architect shall endeavor to
coordinate the sequence of construction and assignment of space in areas where multiple Contractors are performing Work.

3.7 The Architect shall monitor the approved estimate of Construction Cost. The Architect shall show actual costs for
activities in progress and estimates for uncompleted tasks.

3.8 The Architect shall develop cash flow reports and forecasts for the Project and advise the Owner as to variances
between actual and budgeted or estimated costs.

3.9 The Architect shall maintain cost accounting records on authorized Work performed under unit costs, additional
Work performed on the basis of actual costs of labor and materials, or other Work requiring accounting records.

3.10 The Architect shall record the progress of the Project with written progress reports to the Owner including
information on each Contractors Work, as well as the entire Project, showing percentages of completion.

3.11 The Architect shall keep a daily log containing a record of weather, Contractors Work on the site, number of
workers, identification of equipment, Work accomplished, problems encountered, and other similar relevant data as the
Owner may require.

3.12 The Architect shall maintain at the Project site, on a current basis: one record copy of all Contracts, Drawings,
Specifications, addenda, Change Orders and other Modifications, in good order and marked to record all changes made
during construction; Shop Drawings; Product Data; Samples; submittals; purchases; other related documents and
revisions that arise out of the Contracts or Work. The Architect shall maintain records, in duplicate, of principal building
layout lines, elevations of the bottom of footings, floor levels and key site elevations certified by a qualified surveyor or
professional engineer. The Architect shall make all such records available to the Owner and, upon completion of the
Project, shall deliver them to the Owner.



Document, or

4

ARTICLE 4 THE OWNERS RESPONSIBILITIES
4.1 The Owner reserves the right to perform Work related to the Project with the Owners own forces, and to award
contracts in connection with the Project that are not part of the Architects responsibilities under this Amendment. The
Architect shall notify the Owner if any such independent action will in any way interfere with the Architects ability to
perform under this Amendment.

4.2 The Owner shall furnish the required information and services and shall render approvals and decisions expeditiously
for the orderly progress of the Architects services.

5.1 The Owner shall compensate the Architect FOR AMENDMENT SERVICES as described in Articles 2 and 3, and
any other services described in Article 6 of this Amendment. Compensation shall be computed as follows:

6.1 The following Reimbursable Expenses are in addition to those listed in the Agreement modified by this Amendment:
(List Reimbursable Expenses not already listed in the Agreement between Owner and Architect referenced above.)

6.2 This Amendment shall further modify the Agreement as follows:
(Insert descriptions of other services, identify Additional Services included within Basic Compensation and modifications
to the payment and compensation terms included in this Amendment.)

This Amendment entered into as of the day and year first written above.

OWNER ARCHITECT





Document B152
TM
2007 Instructions
Standard Form of Agreement Between Owner and Architect for
Architectural Interior Design Services
AIA Document B152 2007 (formerly B171ID 2003). Copyright 1977, 1991, 2003 and 2007 by The American Institute of Architects. All rights
of this AIA

GENERAL INFORMATION
Purpose
B1522007 is a standard form of agreement between Owner and Architect for design services related to furniture,
furnishings and equipment (FF&E) as well as to architectural interior design. B1522007 divides the Architects
services into eight phases: Programming, Pre-lease Analysis and Feasibility, Schematic Design, Design Development,
Contract Documents, Bidding and Quotation, Construction Phase Services and FF&E Contract Administration.
B1522007 is based on the previous B171ID2003 and is revised to follow the format and terminology used in the
other 2007 editions of standard form owner-architect agreements.

Related Documents
B1522007 is intended for use in conjunction with AIA Document A2512007, General Conditions of the Contract
for Furniture, Furnishings and Equipment, and AIA Document A2012007, General Conditions of the Contract for
Construction, both of which it incorporates by reference.

Where the Owner requires design services related only to the purchase of FF&E and not including architectural
interior design services, AIA Document B1532007, Standard Form of Agreement Between Owner and Architect
for Furniture, Furnishings and Equipment Design, or AIA Document B2532007, Standard Form of Architects
Services: Furniture, Furnishings and Equipment Design, may be used. However, B2532007 is not a stand-alone
document, and must be incorporated into an owner-architect agreement.

The following other documents in the AIA Interiors Family of Documents are specifically related to the purchase of
FF&E:

A1512007, Standard Form of Agreement Between Owner and Vendor for Furniture, Furnishings and Equipment
A7512007, Invitation and Instructions for Quotation for Furniture, Furnishings and Equipment

Uniform Commercial Code
B1522007 and the other documents in the AIA Interiors Family of Documents depart from prior editions of AIA
Interiors documents through their coordination with provisions of the Uniform Commercial Code (UCC). The UCC is
the legal framework for commercial transactions, including those involving the sale of goods, and it supplies by
statute certain terms that may be omitted from a contract. Generally, the UCC may be obtained from public libraries,
law bookstores and any states department of commerce, or online at the Web site of each respective state.

Because the purchase of FF&E is governed by the UCC, B1522007 has been developed to coordinate with its
provisions. AIA Document A2512007, General Conditions of the Contract for Furniture, Furnishings and
Equipment, recognizes terms used in the UCC such as acceptance and rejection, which have become commercial
standards, and supplements the UCC by adopting industry-familiar practices. Parties to contracts for the design and
purchase of FF&E should become familiar with the applicable provisions of the UCC.

documents, regularly revised to keep up with changes in law and the industryyet they are written, as far as possible,
in everyday language. Finally, AIA contract documents are flexible: they are intended to be modified to fit individual

consistency of language and intent among documents. Certain owners require the use of owner-architect agreements
and other contract forms which they prepare. Such forms should be carefully compared to the standard AIA forms for
which they are being substituted before execution of an agreement. If there are any significant omissions, additions or
1
of this AIA


Letter forms of agreement are generally discouraged by the AIA, as is the performance of a part or the whole of the
Work on the basis of oral agreements or understandings. The standard AIA agreement forms have been developed
through more than 100 years of experience and have been tested repeatedly in the courts. In addition, the standard
forms have been carefully coordinated with other AIA documents.

Standard Forms
standard is not meant to imply that a uniform set of contractual requirements is mandatory for AIA members or
others in the construction industry. Rather, the AIA standard documents are intended to be used as fair and balanced
stateseach free to adopt different, and perhaps contradictory, laws affecting that industryAIA documents form the
basis for a generally consistent body of construction law.


Reproductions
connection with a particular project. The AIA will not permit reproduction outside of the limited license for
reproduction granted above, except upon written request and receipt of written permission from the AIA.

Rights to reproduce the document may vary for users of AIA software. Licensed AIA software users should consult
the End User License Agreement (EULA).

To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects legal

This standard form of architects services document was revised in 2007 so that it would follow the format and
terminology used in the 2007 editions of the following standard form owner-architect agreements: AIA Documents
B1012007, B1032007 and B1042007.

A new Article 1, Initial Information, is added. The Architects responsibilities in Article 2 and the Architects services
in Articles 3 and 4 are changed from the previous edition to conform to the Architects responsibilities and services in
B1012007, B1032007 and B1042007.

There are many other changes to foster clarity in the Owner-Architect agreement as well. Described below are
highlights of major changes in B1522007, Standard Form of Agreement Between Owner and Architect for
Architectural Interior Design Services.


Architects Insurance Requirements: Section 2.5 contains a new provision wherein the parties may set forth the
types and limits of insurance the Architect is required to carry for the Project. Specifically, B1522007 lists General
Liability, Automobile Liability, Workers Compensation and Professional Liability.

Copyright and Licensing of the Instruments of Services: In B1522007, as in B171ID2003, the Architect and the
2
of this AIA

Architects consultants are deemed the authors and owners of their respective Instruments of Service, and they retain
all common law and statutory rights, including copyright. In B1522007, however, the license granted to the Owner to
use the Instruments of Services has been substantially revised. Under B1522007, the Owner receives a license to use
the Instruments of Service solely and exclusively for constructing, using, maintaining, altering and adding to the
Project. This license will only terminate if the Architect rightfully terminates the Agreement for cause due to the
agrees to release and indemnify the Architect for such uses. If the Owner rightfully terminates the Agreement for
cause, however, the Owner is not required to release and indemnify the Architect for its further use of the Instruments
of Service. If the Owner terminates the Agreement for its convenience, or the Architect terminates the Agreement due
to the Owners suspension of the Project, B152 provides at Section 11.9 for the Owner to pay a licensing fee to the
Architect for the Owners continued use of the Architects Instruments of Service.

Instead, the parties are required to select at Section 8.2.4 from three choices of binding dispute resolution:
(1) arbitration, (2) litigation or (3) another method that they must identify.

USING B1522007
Modifications
document.


However, care must be taken in making these kinds of deletions. Under NO circumstances should standard language
be struck out to render it illegible. For example, users should not apply blocking tape, correction fluid or Xs that
would completely obscure text. Such practices may raise suspicion of fraudulent concealment, or suggest that the
completed and signed document has been tampered with. Both parties should initial handwritten changes.

Using AIA software, modifications to insert information and revise the standard AIA text may be made as the
software permits.


AIA Contract Documents may not be retyped or electronically scanned. Retyping can introduce typographic errors
and cloud legal interpretation given to a standard clause. Furthermore, retyping and electronic scanning are not
permitted under the users limited license for use of the document, constitute the creation of a derivative work and
violate the AIAs copyright.

Cover Page
Agreement.

3
of this AIA

Project, if known.


4.1 This table lists certain Additional Services that are not described in this scope of services document, but that
may be needed for the Project. The Architect and Owner should discuss the list and complete the table by indicating
whether the services will be provided and, if so, by whom. The Architect shall not perform any listed service unless
specifically designated in the Responsibility column of the table.

4.2 Descriptions of Additional Services
Provide detailed scope of services descriptions of any Additional Services designated in Section 4.1, unless you have
chosen to provide such descriptions in an exhibit attached to the document.


additional information about other methods of dispute resolution, refer to The Construction Industrys Guide to
Dispute Avoidance and Resolution free online at www.adr.org.



Multiple of Direct Personnel Expense, in which the salaries plus benefits of designated personnel are multiplied
by a factor representing overhead and profit.


personnel.

calculation:



Multiple of Consultants Billing, in which Consultants bills are multiplied by a factor representing the
Architects administrative costs, overhead and profit.




4
of this AIA

project, nor does the AIA suggest that the foregoing list includes all methods that are possible, practical or in actual
use. The use of any of the compensation methods described above, singly or in combination with other methods, is a

11.1 Insert the basis of compensation for the Architects services. Sample language is provided below for several of
the most widely used methods of compensation.

Compensation for services rendered by principals and employees shall be based on a multiple of ________ (__)
times Direct Salary Expense, which shall be defined as the direct salaries of the Architects personnel engaged on the
Project excluding any costs of mandatory or customary contributions and benefits. Compensation for services
rendered by Consultants shall be based on a multiple of ________ (__) times the amounts billed by Consultants.

insert: Compensation for services rendered by principals and employees shall be based on a multiple of ________
(__) times Direct Personnel Expense. Compensation for services rendered by Consultants shall be based on a multiple
of ________ (__) times the amounts billed by Consultants.

If a Professional Fee Plus Expenses is to be used, include the dollar figure and the appropriate multipliers (using
words and numerals) in the following insert: Compensation shall be a Fixed Fee of ________ Dollars ($______) plus
a multiple of ________ (__) times Direct Personnel Expense. Compensation for services rendered by Consultants
shall be based on a multiple of ________ (__) times the amounts billed by Consultants.


If Hourly Billing Rates are used, include the cumulative amount for salary, benefits, overhead and profit to fix each
rate using words and numerals in the following insert: Compensation for services rendered by Principals and
employees shall be based upon the hourly billing rates set forth below:



3. Technical Level I time at the fixed rate of ________ Dollars ($______) per hour. For the purposes of this
Agreement, Technical Level I personnel include: (List those personnel by name or job title who are highly skilled
specialists, such as job captains, senior designers, senior drafters, senior planners, senior specifiers or senior
construction administrators.)

4. Technical Level II time at the fixed rate of ________ Dollars ($______) per hour. For the purposes of this
Agreement, Technical Level II personnel include: (List those personnel by name or job title who hold intermediate-
level positions relative to Technical Level I, such as professionals awaiting licensure and managers of clerical staff.)

purposes of this Agreement, Technical Level III and clerical personnel include: (List those personnel by name or job
title who occupy junior-level positions, such as word processor or office assistant.)

6. Compensation for services rendered by Consultants shall be based on a multiple of ________ (__) times the
amounts billed by Consultants.


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No sample language is provided for compensation based on square footage, unit cost or royalty. Parties choosing one
or more of these methods should craft their own language based on the particulars of the Project.




Instructions.

EXECUTING B1522007

6
Document B152
TM
2007
Standard Form of Agreement Between Owner and Architect for

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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. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA
Contract Documents, e-mail The American Institute of Architects legal counsel, copyright@aia.org.

1

in the year

BETWEEN the Owner:

and the Architect:


modification.
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TABLE OF ARTICLES



3 SCOPE OF ARCHITECTURAL INTERIOR DESIGN SERVICES



6 COST OF THE WORK





11 COMPENSATION



The Architects performance of the services set forth in this document is based upon the following information.
Material changes to this information may entitle the Architect to Additional Services.
(List below information that will affect the Architects performance, including the Owners Budget for the Cost of the
Work, and the Owners anticipated dates for commencement of construction and Substantial Completion.)


the Project.

Project.

2.4 Except with the Owners knowledge and consent, the Architect shall not (1) accept trade discounts; (2) have a
significant financial interest; or (3) undertake any activity or employment or accept any contribution if it would
reasonably appear that such activity, employment, interest or contribution could compromise the Architects
professional judgment.

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any.)




ARTICLE 3 SCOPE OF ARCHITECTURAL INTERIOR DESIGN SERVICES
3.1 The Architect shall manage and administer the Architectural Interior Design Services. The Architect shall
consult with the Owner, research applicable criteria, attend Project meetings, communicate with members of the
Project team and issue progress reports. The Architect shall coordinate the services provided by the Architect and the
Architects consultants with those services provided by the Owner and the Owners consultants.

3.2 The Architect shall prepare, and periodically update, a schedule of Architectural Interior Design Services that
identifies milestone dates for decisions required by the Owner, services furnished by the Architect and completion of
documentation to be provided by the Architect. The Architect shall coordinate the Architectural Interior Design
Services schedule with the Owners Project schedule.

3.3 The Architect shall submit documents to the Owner at intervals appropriate to the process for purposes of
evaluation and approval by the Owner. The Architect shall be entitled to rely upon approvals received from the Owner
to complete the Architectural Interior Design Services.

3.4 PROGRAMMING PHASE SERVICES
3.4.1 The Architect shall consult with representatives of the Owner to review the applicable requirements of the
Project in order to understand the goals and objectives of the Owner with respect to their impact on the Owners space
requirements.

3.4.2 The Architect shall review the requirements necessary for the various Project functions, relationships or
operations, such as those for existing and projected personnel, space, furniture, furnishings and equipment, operating
procedures and communications.

3.4.3 The Architect shall assist the Owner in the preparation of a budget for the Work and a Project schedule.

3.4.4 The Architect shall gather information furnished by the Owners representatives to aid the Architect in
understanding the Owners present, short-term and long-term personnel and space requirements, including special
equipment needs, organizational structure, adjacencies and workflow.

3.4.5 The Architect shall conduct interviews with the Owners representatives and shall observe existing conditions
at the Owners facilities.

3.4.6 The Architect shall develop personnel space standards based upon an evaluation of the functional requirements
and standards of the Owner. Personnel space standards shall take into consideration the design and layout of furniture
system workstation environments, if applicable. The proposed space standards shall be submitted for the Owners
review and approval.

3.4.7 The Architect shall develop a general understanding of the Owners equipment requirements, including data
and telecommunications equipment, reproduction equipment and the corresponding environmental conditions required
to maintain such equipment.

3.4.8 The Architect shall prepare a written summary of observations and make recommendations with respect to the
planning of the facility. The Architect shall prepare a written space program for the Owners review and approval.

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3.5 PRE-LEASE ANALYSIS AND FEASIBILITY PHASE SERVICES
3.5.1 At the request of the Owner, the Architect shall evaluate alternative buildings with respect to the Owners
programmatic requirements. The number of alternative buildings shall be specified in Article 12.

3.5.2 The Architect shall review the alternative buildings with respect to gross, usable or rentable area, building
configuration and architectural features.

3.5.3 The Architect shall prepare one (1) test floor plan in each alternative building.

3.5.4 The Architect shall review the quality and quantity of the building standards being offered in the landlords
workletter.

3.5.5 The Architect shall report to the Owner observations and recommendations based on the evaluation of the
alternative buildings.

3.6.1 Based on the approved written program, the Architect shall prepare for the Owners approval adjacency
diagrams showing the general functional relationships for both personnel and operations.

3.6.2 The Architect shall review with the Owner alternative designs and methods for procurement of the furniture,
furnishings and equipment, and shall notify the Owner of anticipated impacts that such designs and methods may have
on the Owners program, financial and time requirements, and on the scope of the Project.

3.6.3 Upon approval of the adjacency diagrams, the Architect shall prepare a space plan that delineates the location
of walls, doors, rooms, offices, workstation areas and special-use areas to conform to program requirements. The
Architect shall submit the space plan for the Owners review and approval.

3.6.4 The Architect shall prepare the design concept for the Project, indicating the types and quality of finishes and
materials and furniture, furnishings and equipment.

3.6.5 The Architect shall assist the Owner in the preparation of a preliminary Project schedule and when the Project
requirements have been sufficiently identified, the Architect shall prepare a preliminary estimate of the Cost of the
Work.

3.7.1 Based on the approved Schematic Design, the Architect shall prepare and present, for approval by the Owner,
Design Development Documents, which shall consist of drawings and other documents describing the size and
character of the interior construction of the Project.

3.7.2 The Architect shall obtain product data and prepare illustrations for furniture, furnishings and equipment as
may be appropriate for the Project, including specially designed items or elements, to indicate finished appearance and
functional operation.

3.7.3 The Architect shall illustrate the architectural and decorative character of the Project. Such illustrations may
include drawings, plans, elevations, sections, renderings and photographs, and samples of actual materials, colors and
finishes.

3.7.4 The Architect shall assist the Owner in the preparation of adjustments to the preliminary schedule and estimate
of the Cost of the Work.

3.8 CONTRACT DOCUMENTS PHASE SERVICES
3.8.1 Based on the approved Design Development Documents and other documents including schedule and estimate
of the Cost of the Work, the Architect shall prepare Construction Documents for the Owners approval. The
Construction Documents shall illustrate and describe further development of the approved Design Development
Documents and shall consist of Drawings, Specifications and other documents required to describe the interior
construction necessary for the Project.

3.8.2 The Contract Documents shall include plans, elevations, sections, details and specifications required to
describe the interior construction work.
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3.8.3 The Architect shall prepare, for the Owners approval, documents describing the requirements for the
procurement, fabrication, shipment, delivery and installation of furniture, furnishings and equipment for the Project.

3.8.4 The Architect shall assist the Owner in the preparation of the necessary Quotation and Bidding Documents.


3.9 BIDDING AND QUOTATION PHASE SERVICES
3.9.1 Following the Owners approval of the Contract Documents, the Architect shall assist the Owner in
establishing a list of prospective contractors for construction and vendors for furniture, furnishings and equipment.

3.9.2 The Architect shall assist the Owner in obtaining competitive bids or negotiated proposals for construction and
quotations for furniture, furnishings and equipment.

3.9.3 Bidding Documents shall consist of bidding requirements and the proposed Contract Documents.

3.9.4 Quotation Documents shall consist of quotation requirements and the proposed Contract Documents.

3.9.5 The Architect shall prepare written responses to questions from prospective contractors and vendors and
provide written clarifications and interpretations of the Bidding and Quotation Documents in the form of addenda.

3.9.6 The Architect shall assist the Owner in reviewing bids and quotations. The Architect shall assist the Owner in
awarding and preparing agreements for the Project.

3.9.7 If the Owner and Architect agree that the Architect will purchase furniture, furnishings and equipment on
behalf of the Owner with funds provided by the Owner, the duties and compensation related to such additional
services shall be set forth in a separate agreement.

3.10.1 GENERAL
3.10.1.1 The Architect shall provide administration of the Contract between the Owner and Contractor as set forth
below and in the AIA Document A2012007, General Conditions of the Contract for Construction. If the Owner and
the Contractor modify AIA Document A2012007, those modifications shall not affect the Architects services under
the Agreement unless the Owner and the Architect amend the Agreement.

3.10.1.2 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 the Agreement unless
otherwise modified by written amendment. The Architect shall not have control over, charge of, or responsibility for
the construction means, methods, techniques, sequences or procedures, fabrication, procurement, shipment, delivery
or installation, or for safety precautions and programs in connection with the Work, nor shall the Architect be
responsible for the Contractors failure to perform the Work in accordance with the requirements of the Contract
Documents. The Architect shall be responsible for the Architects 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.

with the award of the Contract for Construction and terminates on the date the Architect issues the final Certificate for
Payment.


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 the Owner and Contractor, shall not
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show partiality to either, and shall not be liable for the results of interpretations or decisions rendered in good faith.
The Architects decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in
the Contract Documents.

3.10.1.6 Unless the Owner and Contractor designate another person to serve as an Initial Decision Maker, as that
term is defined in A2012007, the Architect shall render initial decisions on Claims between the Owner and
Contractor as provided in the Contract Documents.

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 report to the Owner (1) known deviations from the Contract Documents and from the most recent
construction schedule submitted by the Contractor, and (2) defects and deficiencies observed in the Work.


foregoing representations are subject to (1) an evaluation of the Work for conformance with the Contract Documents
upon Substantial Completion; (2) the results of subsequent tests and inspections; (3) the correction of minor deviations
from the Contract Documents prior to final completion; and (4) specific qualifications expressed by the Architect.

exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed construction
means, methods, techniques, sequences or procedures of construction, fabrication, procurement, shipment, delivery or
installation; (3) reviewed copies of requisitions received from subcontractors and material suppliers and other data
requested by the Owner to substantiate the Contractors right to payment; or (4) ascertained how or for what purpose
the Contractor has used money previously paid on account of the Contract Sum.


3.10.4 SUBMITTALS
3.10.4.1 The Architect shall review and approve the Contractors submittal schedule and shall not unreasonably delay
or withhold approval. The Architects 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 Architects professional judgment to permit adequate review.

3.10.4.2 In accordance with the Architect-approved submittal schedule, the Architect shall review and approve or
take other appropriate action upon the Contractors 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 Contractors responsibility. The Architects review shall not constitute approval of safety
precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques,
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sequences or procedures of construction, fabrication, transportation or installation. The Architects approval of a
specific item shall not indicate approval of an assembly of which the item is a component.

appropriate performance and design criteria that such services must satisfy. The Architect shall review Shop Drawings

3.10.4.4 Subject to Section 4.3, 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 Architects 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 requests
for information.


Documents and do not involve an adjustment in Contract Sum or an extension of the Contract Time. Subject to
Section 4.3, the Architect shall prepare Change Orders and Construction Change Directives for the Owners approval
and execution in accordance with the Contract Documents.

3.10.5.2 The Architect shall maintain records relative to Changes in the Work.

3.10.6 CONSTRUCTION COMPLETION
3.10.6.1 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the
date of final completion; issue Certificates of Substantial Completion; receive from the Contractor and forward to the
indicating that the Work complies with the requirements of the Contract Documents.

3.10.6.2 The Architects inspection shall be conducted with the Owner to check conformance of the Work with the

3.10.6.3 When the Work is found to be substantially complete, 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.

3.10.6.4 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)

3.11 FURNITURE, FURNISHINGS AND EQUIPMENT CONTRACT ADMINISTRATION PHASE SERVICES
3.11.1 The Architect shall provide administration of the contracts for furniture, furnishings and equipment only as set
forth below and in AIA Document A2512007, General Conditions of the Contract for Furniture, Furnishings and
Equipment.

3.11.2 The Architect shall assist the Owner in coordinating schedules for fabrication, delivery and installation of the
Work, but shall not be responsible for any failure of a vendor to meet schedules for completion or to perform its
respective duties and responsibilities in conformance with such schedules.

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3.11.3 The Architect shall review and approve or take other appropriate action upon the Vendors submittals such as
information given and the design concept expressed in the Contract Documents.

3.11.4 As the buyer of goods, the Owner shall receive, inspect and accept or reject furniture, furnishings and
equipment at the time of their delivery to the premises and installation unless otherwise provided. The Architect is not
authorized to act as the Owners agent in contractual matters.

3.11.5 The Architect shall review final placement and inspect for damage, quality, assembly and function in order to
determine that furniture, furnishings and equipment are in accordance with the requirements of the Contract
Documents. The Architect may recommend to the Owner acceptance or rejection of furniture, furnishings and
equipment.

3.11.6 The Architect shall visit the Project premises at intervals appropriate to the stage of the Vendors installation
to become generally familiar with and to keep the Owner informed about, 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. The Architect shall not have
control over, charge of, or responsibility for the means, methods, techniques, sequences or procedures, fabrication,
shipment, delivery or installation, or for the safety precautions and programs in connection with the Work.

4.1 In addition to the Architectural Interior Design Services described above, the Architect shall provide Additional
Services only if specifically designated below as the Architects responsibility. The Architect shall perform such
Additional Services in accordance with a service description provided in Section 4.2 or attached as an exhibit to this
services document.
column indicate whether the service description is located in Section 4.2 or in an exhibit attached to this services
document. If in an exhibit, identify the exhibit.)

(Architect, Owner
or
Not Provided)
(Section 4.2 below or an exhibit
identified below)
4.1.1 Measured Drawings
4.1.2 Existing FF&E Inventory
4.1.3 Valuations/Appraisals of Existing FF&E
4.1.4 Special Studies and Surveys
4.1.5 Graphics & Signage Design
4.1.6 Art Selection and/or Procurement
4.1.7 Special Consultants
4.1.8 Studies Related to Future FF&E
4.1.9 Detailed Cost Estimates
4.1.10 Detailed Quotation Review
4.1.11 Receive/Inspect/Accept/Reject Furniture
4.1.12 Post-Occupancy Evaluations
4.1.13 Operating Cost Analysis
4.1.14 Extending Services after Project Completion
4.1.15 Reviewing Extensive Number of Claims
4.1.16 Vendor Default Services
4.1.17 Damage Replacement Consulting
4.1.18 Public or Legal Proceedings Activities
4.1.19 On-Site Project Representation
4.1.20 Equipment Testing and Training
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(Architect, Owner
or
Not Provided)
identified below)
4.1.21 Other


4.3 Additional Services may be provided after execution of the Agreement, without invalidating the Agreement.
Section 4.3 shall entitle the Architect to compensation pursuant to Section 11.3, and an appropriate adjustment in the


Architect;
.4 Evaluating an extensive number of Claims;
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.6 To the extent the Architects services are affected, providing Construction Phase Services 60 days after
(1) the date of Substantial Completion of the Work or (2) the anticipated date of Substantial

during construction
Documents

4.3.4 If the services covered by the Agreement have not been completed within ( )
months of the date of the Agreement, through no fault of the Architect, extension of the Architects services beyond

5.1 The Owner shall be responsible for negotiations and obligations of the lease, if any, and shall serve as the contact
with the landlord. The Owner shall provide information contained in the lease or landlord correspondence relevant to
the Project.

5.2 The Owner shall be responsible for the relocation or removal of existing furniture, furnishings and equipment,
and the contents from the facility, unless specifically designated otherwise in Article 12.


5.4 Except as otherwise provided in the Agreement, or when direct communications have been specially authorized,
the Owner shall endeavor to communicate with the Contractor and the Architects consultants through the Architect
about matters arising out of or relating to the Contract Documents. The Owner shall promptly notify the Architect of
any direct communications that may affect the Architects services.

5.5 Unless otherwise provided for under the Agreement, the Owner shall provide information in a timely manner

for the Cost of the Work as defined in Section 6.1; (2) the Owners other costs; and (3) reasonable contingencies


site of the Project, and a written legal description of the site.

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in the Agreement, or authorize the Architect to furnish them as an Additional Service, when the Architect requests
that its consultants maintain professional liability insurance appropriate to the services provided.




responsibilities set forth in the Contract for Construction with the Architects services set forth herein. The Owner
shall provide the Architect a copy of the executed agreement between the Owner and Contractor, including the

6.1 For purposes of the Agreement, the Cost of the Work shall be the total cost to the Owner to construct, purchase
and install all elements of the Project designed or specified by the Architect and shall include contractors and
vendors general conditions costs, overhead and profit. The Cost of the Work does not include the compensation of
the Architect, the costs of the land, rights-of-way, financing, contingencies for changes in the Work or other costs that
are the responsibility of the Owner.

6.2 The Owners budget for the Cost of the Work shall be provided in Article 1, Initial Information. Evaluations of
the Owners budget for the Cost of the Work, the preliminary estimate of the Cost of the Work and updated estimates
of the Cost of the Work prepared by the Architect represent the Architects judgment as a design professional. It is
recognized, however, that neither the Architect nor Owner has control over the cost of labor, materials, furniture,
furnishings or equipment; over the Contractors methods of determining bid prices; or over market conditions.
Accordingly, the Architect cannot and does not warrant or represent that bids or quotations will not vary from the
Owners 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 the Work, the Architect shall be permitted to include contingencies for
design, bidding and price escalation; to determine what materials, furniture, furnishings and equipment, finishes,
component systems and types of construction are to be included in the Contract Documents; to make reasonable
adjustments in the scope of the Project; and to include in the Contract Documents alternate bids as may be necessary
to adjust the estimated Cost of the Work to meet the Owners budget for the Cost of the Work. The Architects
estimate of the Cost of the Work may be based on current area, volume or similar conceptual estimating techniques. If
an increase in the Contract Sum occurring after execution of the Contract between the Owner and the Contractor
causes the budget for the Cost of the Work to be exceeded, that budget shall be increased accordingly.

6.4 If bidding or requests for quotations have not commenced within 90 days after the Architect submits the Contract
Documents to the Owner, through no fault of the Architect, the Owners budget for the Cost of the Work shall be
adjusted to reflect changes in the general level of prices in the applicable market.

6.5 As the design process progresses through the end of the preparation of the Contract Documents, the Architect
shall update and refine the preliminary estimate of the Cost of the Work. The Architect shall advise the Owner of any
adjustments to previous estimates of the Cost of the Work indicated by changes in Project requirements or general
market conditions. If at any time the Architects estimate of the Cost of the Work exceeds the Owners budget for the
Cost of the Work, the Architect shall make appropriate recommendations to the Owner to adjust the Projects size,
quality or budget, and the Owner shall cooperate with the Architect in making such adjustments.

6.6 If the Owners budget for the Cost of the Work at the conclusion of the Contract Documents Phase Services is
exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall
.3 terminate in accordance with the accompanying Owner-Architect Agreement;
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.4 in consultation with the Architect, revise the Projects program, scope or quality as required to reduce
.5 implement another mutually acceptable alternative.

modify the Contract Documents as necessary to comply with the Owners budget for the Cost of the Work at the
conclusion of the Contract Documents Phase Services, or the budget as adjusted under Section 6.6.1. The Architects
modification of the Contract Documents shall be the limit of the Architects responsibility under this Article 6.

such transmissions.




consultants.

8.1 GENERAL

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8.2 MEDIATION
the lien notice or filing deadlines prior to resolution of the matter by mediation or arbitration.






Other (Specify)

8.3 ARBITRATION

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consented to by the 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 or arbitrators shall be final, and judgment may be entered upon it in




considered substantial nonperformance and cause for termination, or at the Architects option, cause for suspension of



termination.




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Section 8.3.

Conditions of the Contract for Construction and A2512007, General Conditions of the Contract for Furniture,
Furnishings and Equipment, as appropriate.







11.1 For the Architects Services described under Article 3, the Owner shall compensate the Architect as follows:


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stated below:

11.5 Where compensation for the Architects Services is based on a stipulated sum or percentage of the Cost of the
Work, the compensation for each phase of services shall be as follows:

Programming Phase percent ( %)
Pre-lease Analysis and Feasibility Services Phase percent ( %)
Schematic Design Phase percent ( %)
Design Development Phase percent ( %)
Contract Documents Phase percent ( %)
Bidding and Quotation Phase percent ( %)
Construction Contract Administration Phase percent ( %)
Furniture, Furnishings and Equipment Contract Administration Phase percent ( %)
percent ( %)
percent ( %)

Total Compensation one hundred percent ( 100.00%)

with the Agreement for all services performed whether or not the Construction Phase is commenced.


11.8.1 Reimbursable Expenses are in addition to compensation for Architectural Interior Design Services and
Additional Services and include expenses incurred by the Architect and the Architects consultants directly related to
the Project, as follows:
and extranets;
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Owner;









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.1 AIA Document B1522007, Standard Form Agreement Between Owner and Architect for

.3 Other documents:
(List other documents, if any, and additional scopes of service, if any, forming part of the Agreement.)



CAUTION: You should sign an original AIA Contract Document, on which this text appears in RED. An original assures
that changes will not be obscured.
Document B153
TM
2007 Instructions
Standard Form of Agreement Between Owner and Architect for Furniture,
Furnishings and Equipment Design Services

AIA Document B153 2007 (formerly B175ID 2003). Copyright 2003 and 2007 by The American Institute of Architects. All rights reserved.
WARNING: This AIA

law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail

GENERAL INFORMATION
Purpose
B1532007 is a standard form of agreement intended for use as the contract between the Owner and Architect for
design services related solely to furniture, furnishings and equipment (FF&E). B1532007 divides the Architects
services into six phases: Programming, Schematic Design, Design Development, Contract Documents, Quotation and
FF&E Contract Administration. B1532007 is based on the previous B175ID2003 and is revised to follow the
format and terminology used in the other 2007 editions of standard form owner-architect agreements.

Related Documents
for Furniture, Furnishings and Equipment, which it incorporates by reference.

FF&E:


Where the Owner requires design services related to the purchase of FF&E as well as architectural interior design
services, AIA Document B1522007, Standard Form of Agreement Between Owner and Architect for Architectural
Interior Design Services, or AIA Document B2522007, Standard Form of Architects Services: Architectural
Interior Design, may be used. However, B2522007 is not a stand-alone document, and must be incorporated into an
owner-architect agreement.




consistency of language and intent among documents. Certain owners require the use of owner-architect agreements
and other contract forms which they prepare. Such forms should be carefully compared to the standard AIA forms for
which they are being substituted before execution of an agreement. If there are any significant omissions, additions or
1

WARNING: This AIA




Standard Forms


Reproductions
This document is a copyrighted work and may not be reproduced or excerpted without the express written permission
of the AIA. There is no implied permission to reproduce this document, nor does membership in the American
Institute of Architects confer any further rights to reproduce this document. The AIA hereby grants the purchaser a
limited license to reproduce a maximum of ten copies of a completed B1532007, but only for use in connection with
a particular project. The AIA will not permit reproduction outside of the limited license for reproduction granted
above, except upon written request and receipt of written permission from the AIA.


To report copyright violations of AIA Contract Documents, e-mail the American Institute of Architects legal counsel,
copyright@aia.org.

B1012007, B1032007 and B1042007.

A new Article 1, Initial Information, is added. The Architects responsibilities in Article 2 and the Architects services
in Articles 3 and 4 are changed from the previous edition to conform to the Architects responsibilities and services in
B1012007, B1032007 and B1042007.

highlights of major changes in B1532007, Standard Form of Agreement Between Owner and Architect for Furniture,
Furnishings and Equipment Design Services.


Architects Insurance Requirements: Section 2.5 contains a new provision wherein the parties may set forth the
types and limits of insurance the Architect is required to carry for the Project. Specifically, B1532007 lists General
Liability, Automobile Liability, Workers Compensation and Professional Liability.

2

WARNING: This AIA


Copyright and Licensing of the Instruments of Services: In B1532007, as in B175ID2003, the Architect and the
Architects consultants are deemed the authors and owners of their respective Instruments of Service, and they retain
all common law and statutory rights, including copyright. In B1532007, however, the license granted to the Owner to
use the Instruments of Services has been substantially revised. Under B1532007, the Owner receives a license to use
the Instruments of Service solely and exclusively for constructing, using, maintaining, altering and adding to the
Project. This license will only terminate if the Architect rightfully terminates the Agreement for cause due to the
agrees to release and indemnify the Architect for such uses. If the Owner rightfully terminates the Agreement for
cause, however, the Owner is not required to release and indemnify the Architect for its further use of the Instruments
of Service. If the Owner terminates the Agreement for its convenience, or the Architect terminates the Agreement due
to the Owners suspension of the Project, B153 provides at Section 10.6 for the Owner to pay a licensing fee to the
Architect for the Owners continued use of the Architects Instruments of Service.

Binding Dispute Resolution: In the AIA A2012007 family of documents, mediation is a condition precedent to
any form of binding dispute resolution, but binding arbitration is not mandatory for disputes that fail to settle in
mediation. Instead, the parties are required to select at Section 7.2.4 from three choices of binding dispute resolution:
(1) arbitration, (2) litigation or (3) another method that they must identify.

USING B1532007
Modifications
document.



software permits.

expedited, good faith dealing is encouraged and otherwise latent clauses are exposed for scrutiny.


Cover Page

Identification of Parties: Parties to this Agreement should be identified using the full addresses and legal names
under which the Agreement is to be executed, including designations of the legal status of both parties (sole
proprietorship, partnership, joint venture, unincorporated association, limited partnership or corporation [general,
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closed or professional], etc.). Where appropriate, a copy of the resolution authorizing the individual to act on behalf of

facility; (2) the location of the Project premises, if known; and (3) the size, capacity or scope of the Project, if known.




additional information about other methods of dispute resolution, refer to The Construction Industrys Guide to
Dispute Avoidance and Resolution free online at www.adr.org.





personnel.

calculation:







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10.1 Insert the basis of compensation for the Architects Basic Services. Sample language is provided below for
several of the most widely used methods of compensation.













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Instructions.

EXECUTING B1532007

6
Document B153
TM
2007
Standard Form of Agreement Between Owner and Architect for Furniture,

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in the year

BETWEEN the Owner:

and the Architect:


The Owner and Architect agree as follows:
modification.
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TABLE OF ARTICLES



3 SCOPE OF ARCHITECTS FURNITURE, FURNISHINGS AND EQUIPMENT SERVICES







10 COMPENSATION



(List below information, including conditions or assumptions, that will affect the Architects performance.)


the Project.

Project.

significant financial interest; or (3) undertake any activity or employment or accept any contribution if any such
activity, employment, interest or contribution could reasonably appear to compromise the Architects professional
judgment.

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any.)




ARTICLE 3 SCOPE OF ARCHITECTS FURNITURE, FURNISHINGS AND EQUIPMENT DESIGN SERVICES
3.1 The Architect shall consult with the Owner, research applicable criteria, attend Project meetings, communicate
with members of the Project team and issue progress reports. The Architect shall coordinate the services provided by
the Architect and the Architects consultants with those services provided by the Owner and the Owners consultants.

3.2 The Architect shall prepare, and periodically update, a schedule that identifies milestone dates for decisions
required by the Owner, services furnished by the Architect and completion of documentation to be provided by the
Architect. The Architect shall coordinate the Furniture, Furnishings and Equipment Design Services schedule with the
Owners Project schedule.

to complete the Furniture, Furnishings and Equipment Design Services.

Project in order to understand the goals and objectives of the Owner with respect to their impact on the Owners
furniture, furnishings and equipment requirements.

3.4.2 The Architect shall assist the Owner in the preparation of a budget for the Work.

3.4.3 The Architect shall gather information furnished by the Owners designated representatives to aid the Architect
in understanding the Owners furniture, furnishings and equipment requirements.

3.4.4 The Architect shall develop personnel space standards based upon an evaluation of the existing conditions at
the Owners facilities, and the functional requirements and standards of the Owner. Personnel space standards shall
take into consideration the design and layout of furniture system workstation environments, if applicable. The
proposed space standards shall be submitted for the Owners review and approval.

3.4.5 The Architect shall develop a general understanding of the Owners equipment requirements, including data,
telecommunications, and reproduction equipment related to furniture, furnishings and equipment.

planning of the facility for the Owners review and approval.

3.5.1 Based on the approved written program, the Architect shall prepare the design concept for the furniture,
furnishings and equipment of the Project, indicating the types and quality.

furnishings and equipment.

3.5.3 The Architect shall assist the Owner in the preparation of a preliminary Project schedule and estimate of the
Cost of the Work.

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3.6.1 Based on the approved Schematic Design, the Architect shall obtain product data and prepare illustrations for
furniture, furnishings and equipment as may be appropriate for the Project, including specially designed items or
elements, to indicate finished appearance and functional operation.

3.6.2 The Architect shall illustrate the design character of the Project. Such illustrations may include drawings, plans,
elevations, renderings, photographs, and samples of actual materials, colors and finishes.


3.7.1 Based on the approved Design Development drawings and other documents, including schedule and estimate of
the Cost of the Work, the Architect shall prepare Drawings, Specifications and other documents required to describe
the requirements for the fabrication, procurement, shipment, delivery and installation of furniture, furnishings and
equipment for the Project.

3.7.2 The Architect shall assist the Owner in the preparation of the necessary Quotation Documents.

3.8 QUOTATION PHASE SERVICES
3.8.1 The Architect shall assist the Owner in establishing a list of proposed vendors for furniture, furnishings and
equipment.

3.8.2 The Architect shall assist the Owner in obtaining quotations for furniture, furnishings and equipment.

3.8.3 The Architect shall prepare written responses to questions from vendors preparing quotations and provide
written clarifications and interpretations of the Quotation Documents in the form of addenda.

3.8.4 The Architect shall assist the Owner in the review of quotations including conformance with the design concept

3.8.5 Quotation Documents include the Quotation Requirements and the proposed Contract Documents.

3.8.6 The Architect shall assist the Owner in awarding and preparing agreements with vendors.

behalf of the Owner with funds provided by the Owner, the duties and compensation related to such additional
services shall be set forth in a separate agreement.

Equipment.

3.9.2 The Architect will assist the Owner in coordinating schedules for fabrication, delivery and installation of the
Work, but will not be responsible for the failure of a vendor to meet schedules for completion or to perform its

3.9.3 The Architect shall review and approve or take other appropriate action upon the Vendors submittals, such as

equipment at the time of their delivery to the premises and installation unless otherwise agreed. The Architect is not

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equipment.

3.9.6 The Architect shall visit the Project premises at intervals appropriate to the stage of the Vendors installation 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. The Architect shall not have control over, charge of, or be responsible for
the means, methods, techniques, sequences or procedures of fabrication, shipment, delivery or installation, or for the
safety precautions and programs in connection with the Work, as these are solely the Vendors rights and
responsibilities under the Contract Documents.

4.1 In addition to the Furniture, Furnishings and Equipment Design Services described above, the Architect shall
provide the following Additional Services only if specifically designated below as the Architects responsibility. The
Architect shall perform such Additional Services in accordance with a service description provided in Section 4.2 or
attached as an exhibit to this services document.

(Architect, Owner
or
Not Provided)
identified below)
4.1.20 Other

4.2 DESCRIPTIONS OF ADDITIONAL SERVICES
(Insert a description of each service in Section 4.1 the Architect shall provide if not further described in an exhibit

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the Project.


5.3 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. The
delay in the orderly and sequential progress of the Architect's services.

reasonably necessary at any time for the Project to meet the Owner's needs and interests.

defect in the Project, including errors, omissions or inconsistencies in the Architect's Instruments of Service.

regarding requirements for and limitations on the Project.

5.7 The Owner shall establish and update an overall budget for the Project, including the Cost of the Work, the
Owners other costs and reasonable contingencies related to all of these costs. The Cost of the Work shall be the total
cost including applicable taxes or, to the extent the Project is not completed, the estimated cost to the Owner of all
elements of the Project designed or specified by the Architect. A reasonable allowance for contingencies shall be
included for market conditions at the time of quotations and for changes in the Work. The Cost of the Work does not
include the compensation of the Architect and Architects consultants, the costs of financing or other costs that are the
responsibility of the Owner.

such transmissions.



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consultants.

7.1 GENERAL


7.2 MEDIATION
the lien notice or filing deadlines prior to resolution of the matter by mediation or arbitration.






Other (Specify)

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7.3 ARBITRATION










termination.

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Section 7.3.

Conditions of the Contract for Furniture, Furnishings and Equipment.







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10.1 For the Architects Furniture, Furnishings and Equipment Services described under Article 3, the Owner shall
compensate the Architect as follows:

10.2 For Additional Services provided under Section 4.1, the Owner shall compensate the Architect as follows:

10.3 Compensation for Additional Services of the Architects consultants when not included in Section 10.2, shall be
the amount invoiced to the Architect plus percent ( %), or as otherwise stated below:

10.4 Where compensation for the Architects services is based on a stipulated sum or percentage of the Cost of the

Quotation Phase percent ( %)
percent ( %)
percent ( %)


deleted or otherwise not provided or installed, compensation for those portions of the Project shall be payable to the
extent services are performed on those portions, in accordance with the schedule set forth in Section 10.4 based on
(1) the lowest bona fide quotation, or (2) if no such quotation is received, the most recent estimate of the Cost of the
Work for such portions of the Project. The Architect shall be entitled to compensation in accordance with this
Agreement for all services performed.


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10.7.1 Reimbursable Expenses are in addition to compensation for Furniture, Furnishings and Equipment Design
Services and Additional Services and include expenses incurred by the Architect and the Architects consultants
directly related to the Project, as follows:
and extranets;
Owner;








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.1 AIA Document B1532007, Standard Form Agreement Between Owner and Architect for Furniture,

.3 Other documents:
(List other documents, if any, and additional scopes of service, if any, forming part of the Agreement.)



CAUTION: You should sign an original AIA Contract Document, on which this text appears in RED. An original assures
that changes will not be obscured.
Document B161
TM
2002 Instructions
Standard Form of Agreement Between Client and Consultant for use where
the Project is located outside the United States

AIA Document B161 2002 (formerly B611INT 2002). Copyright 2002 by The American Institute of Architects. All rights reserved.
WARNING: This AIA
AIA

1

GENERAL INFORMATION
Purpose. AIA Document B1612002 is designed to assist U.S. architects involved in projects based in foreign
countries, where the U.S. architect is hired on a consulting basis for design services and a local architect will be
retained. The document is intended to clarify the assumptions, roles, responsibilities and obligations of the parties; to
provide a clear, narrative description of services; and to facilitate, strengthen and maintain the working and contractual
relationships between parties.

Note: Because of foreign practices, the term Owner has been replaced with Client throughout the document and these
instructions.

Note: Because it is assumed that the U.S. architect is not licensed to practice architecture in the foreign country where
the Project is located, the term Consultant is used throughout the document and these instructions.

B1612002 assumes that
this document will be used by the Consultant for a project located outside of the United States;
the Consultant is not licensed to practice architecture in the foreign country where the Project is located and
must be referred to as a consultant rather than an architect;
there is a direct relationship between the Client and the Consultant;
there is a Local Architect linked contractually to either the Client or the Consultant; and
terms in this agreement shall have the same meaning as standard American English.

Related Documents. The AIA has published as part of the International series of documents, this document, B1612002,
and AIA Document B1622002, Abbreviated Form of Agreement Between Client and Consultant.

Use of Current AIA Documents. Prior to using any AIA Contract Document, users should consult the AIA Contract
Documents Web site, www.aia.org/documents, or a local AIA chapter to make certain they are using the most recent edition.

Why Use AIA Contract Documents. AIA Contract Documents are the product of a consensus-building process aimed
at balancing the interests of all parties involved in construction and building projects. The documents reflect actual
industry practice, not theory. They are state-of-the-art legal documents regularly revised to keep up with changes in law
and the industryyet they are written, as far as possible, in everyday language. The standard AIA Contract Documents
have been developed through more than 100 years and have been tested repeatedly in the courts.

Standard Forms. Most AIA Contract Documents published since 1906 have contained in their titles the words standard
form. Standard is not meant to imply that a uniform set of contractual requirements is mandatory for AIA members or
others in the construction industry. Rather, the AIA standard documents are intended for use as fair and balanced baselines
from which parties can begin to negotiate. AIA Contract Documents are flexible: they are intended for modification to fit
individual projects, but in such a way that modifications are easily distinguished from original printed language.

Letter Forms of Agreement. Letter Forms of Agreement and oral agreements or understandings are generally
discouraged by the AIA as the basis for the performance of a part of the whole of the Work.

Use of Non-AIA Contract Documents. If a combination of AIA Contract Documents and non-AIA documents is to be
used, particular care must be taken to achieve consistency of language and intent among documents.

membership in The American Institute of Architects confer any further rights to reproduce this document.

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The AIA hereby grants the purchaser a limited license to reproduce a maximum of ten copies of a completed B1612002,
but only for use in connection with a particular project. The AIA will not permit reproduction outside of the limited
license for reproduction granted above, except upon written request and receipt of written permission from the AIA.


copyright@aia.org.

Mediation and Arbitration. AIA Document B1612002 contains provisions for mediation and arbitration of claims
and disputes. Mediation is a nonbinding process, but it is mandatory under the terms of this Agreement.

Arbitration is mandatory under the terms of this Agreement in accordance with the rules of the United Nations
Commission on International Trade Law (UNCITRAL).

Neither the AIA nor UNCITRAL administer dispute resolution processes. However, either UNCITRAL or the
American Arbitration Association (AAA) can provide an international list of agencies that do provide these
administrative services.

Modifications. Particularly with respect to professional or contractor licensing laws, building codes, taxes, monetary
and interest charges, arbitration, indemnification, format and font size, AIA Contract Documents may require
modification to comply with state or local laws. Users are encouraged to consult an attorney before completing or
modifying a document.



permits.


AIAs copyright.

COMPLETING B1612002
Because applicable laws, methods of adjudication, standards of care, professional registration and insurance and tax
implications on projects in foreign lands may be different, users of AIA Document B1612002 are encouraged to
consult an attorney before completing or modifying this or any AIA Contract Document. The Consultant should also
refer to related documents published by the AIA International Committee PIA before entering into this agreement.

Cover Page
Date: The date represents the date the Agreement becomes effective. It may be the date an oral agreement was reached, the
date the Agreement was originally submitted to the other party, the date authorizing action was taken or the date of actual
execution of the document. Professional services should not be performed prior to the effective date of the Agreement.

Identification of Parties: Parties to this Agreement should be identified using the full addresses and legal names under
which the Agreement will be executed, including a designation of the legal status of both parties. Where appropriate, a
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copy of the resolution authorizing the individual to act on behalf of the firm or entity should be attached. Other
information, such as telephone numbers and electronic addresses, may also be added.

title of the facility; (2) the location of the site, if known; (3) the proposed building type and usage; and (4) the size,

The parties should complete each blank section following a prompting statement in this Article. If a statement is not
applicable to the Project, the parties should insert a declaration to that effect in the blank following the statement. No
spaces in Article 1 should be left blank.

In this Article, the parties describe or identify, if known at the time of the Contracts execution, certain information and
assumptions about the Project, such as the physical, legal, financial and time parameters, and key persons or entities
connected with the Project.

1.1.2 On projects where it is appropriate, include topographical descriptions and information about easements, rights
of way and zoning as part of the site description.

1.1.4 On projects where it is appropriate, include information regarding easements, rights of way and zoning as part of
the pertinent legal information.

1.2.3 It is assumed that the Cost Consultant is independent of the Client and Consultant and is knowledgeable about
construction costs in the location of the Project.

Article 3 Services Provided by the Client
The Local Architect may provide these services.

3.5 Because the Consultant may not be familiar with local issues relating to the availability of labor or materials, the
Consultant should not take responsibility for cost control issues.

Article 4 Services of the Local Architect
Article 4 defines the essential terms relative to the responsibilities of the Local Architect. The Consultant is entitled to
assume the Client has incorporated these terms into the Clients Agreement with the Local Architect. This Article
assures the services of the Local Architect are compatible with the Consultants services. It is important that the Local
Architect is fluent in American English to (1) translate local regulations and codes for the Consultant and (2) to translate
for the Consultant when meetings are not conducted in American English.

4.2 The Client and Consultant should identify the individual who will translate documents for the Consultants
review. Preferably, this person should be someone in the Clients office who is fluent in American English.

4.9 The Consultant needs to assure compatible technology for telecommunication and data transmissions among the
Project team as well as computer software compatibility.

4.10 Examples of other services required of the Local Architect include local transportation, residency permits,
administrative support and logistical support.

Article 5 Responsibilities of the Parties
This Article has been included concerning the parties relationship to each other and to others involved in the Project.
The provisions relating to the Clients responsibilities have been expanded upon to, among other things, require that the
Client provide, upon written request, information necessary for the Consultant to give notice of and enforce lien rights,
and to establish that the Client cannot significantly change the budget without a corresponding change in the Project
scope and quality. The provisions relating to the Consultants responsibilities include provisions on confidentiality and
conflicts of interests.

5.2.2 The Consultant should be aware that the standard of care varies from country to country and that strict liability
may be imposed on the Consultant in some countries. The Consultant should verify whether this is the case and, if so,
how this will have an impact in its provision of services.

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Article 6 Terms and Conditions
6.1.1 The Berne Convention Treaty in most, but not all, countries governs international copyright law.

6.2 The Consultant should be aware that the concept of Change in Services is not standard practice in every country.
In many jurisdictions it is customary for the Consultants fixed fee to include all changes in services.

6.5.1 This Agreement assumes that United States laws and customs shall be the standard and that standard American
English meanings shall govern if this Agreement is translated into another language.

6.5.3 A time period is stated for the statute of limitations to bring certainty to the Agreement in the absence of
applicable local law.

Article 7 Payment to the Consultant
Payment is one of the most difficult issues in international work. It is recommended that a retainer equivalent to the
Consultants projected fees for the first three to four months of the contract be established until the first payment has
been received and to provide protection for payment of the final invoice. Further, a mechanism should be established for
the transfer of funds. Currency fluctuation and exchange issues can be avoided by requesting that payments be made in
U.S. dollars.

7.4 The Consultant should explain the concept of Reimbursable Expenses to the Client, as in many jurisdictions this is
not standard practice.

7.12 The Consultant should obtain advice regarding the effect of foreign taxes and other monetary exchange and
interest issues on its fees; the importation of its Instruments of Service into a foreign country; and the effect of overseas
income on its local tax liability.

Article 8 Definitions
The definitions in this Agreement are distinct from those in other AIA Contract Documents and should be carefully reviewed.

COMPLETING B1612002 EXHIBITS
Exhibit B Schematic Design/Design Development Services
This Exhibit describes the normal design disciplines included in the Agreement and contains provisions defining and
describing Schematic Design Documents and Design Development Documents. If other design services are to be
included in the Agreement, they may be designated and described in Exhibit E.

Exhibit D Construction Procurement/Construction Services
D.2.4.1 The Consultant may choose to perform this service from the Consultants home office.

Exhibit E Consultants Services Matrix
This Exhibit is intended as a tool for allocating responsibilities and defining the schedules and deliverables for the
Project. The use of this document is strongly recommended to facilitate the discussion between the Client and
Consultant on the scope of services to be provided.

Exhibit F Projected Travel Costs
Exhibit F should be used to establish project milestones, project costs, foreign travel and the number of trips required.

Exhibit G Table of Hourly Rates
Exhibit G assumes a flat rate.

EXECUTING AIA DOCUMENT B1612002
Though this document may precede the execution of other contracts under which portions of the Work will be
performed, it is recommended that all terms and conditions between all parties involved on the Project be shared
previous to the commencement of the Work. Monetary terms associated with individual contracts between the Client
and Consultant or the Client and Local Architect may be blocked out, but information and knowledge regarding the
scope of the Work and each partys expected portion thereof are crucial to the sound completion of any project
involving multiple parties.

Persons executing B1612002 should indicate the capacity in which they are acting and the authority under which they
are executing the Agreement. Where appropriate, a copy of the resolution authorizing the individual to act on behalf of
4
Document B161
TM
2002
Standard Form of Agreement Between Client and Consultant for use where
the Project is located outside the United States

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Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of
this AIA

1

modification.
in the year of

BETWEEN the Client:

and the Consultant:

(Include a detailed description of the Project.)

The Client and Consultant agree as follows:
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This Agreement is based on the following information and assumptions:

1.1 PROJECT PARAMETERS
1.1.1 The objective or use is:
(Identify or describe, if appropriate, the proposed use or Project goals.)

1.1.2 The site is:
(Identify or describe, if appropriate, size, location, dimensions or other pertinent information, such as geotechnical
reports about the site.)

1.1.3 The Clients Program is:

1.1.4 The pertinent legal information is:
(Identify information such as land surveys, legal descriptions and restrictions of the site.)

1.1.5 The Clients budget for the Cost of the Work is:

1.1.6 The time considerations are:
(Identify, if appropriate, milestone dates, duration or fast-track scheduling. Coordinate with Exhibit E, Consultants
Services Matrix, if used.)

1.1.7 The proposed procurement or delivery method for the Project is:
(Identify the method, such as competitive bid, negotiated contract, or construction management.)

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1.1.8 Other considerations are:
(Identify special characteristics or needs of the Project, such as energy, environmental or historic preservation
requirements.)

1.2 PROJECT TEAM
1.2.1 The Clients Designated Representative, authorized to act on behalf of the Client in all matters, is:

1.2.2 The Local Architect to be retained by the Client is:

1.2.3 The Cost Consultant to be retained by the Client is:

1.2.4 Other Project Team members to be retained by the Client are:
(List disciplines and, if known, identify members by name and address.)

1.2.5 The subconsultants to be retained at the Consultants expense are:
(List disciplines and, if known, identify subconsultants by name and address.)

1.2.6 The Client shall provide services of consultants other than those designated in Section 1.2.5 or shall authorize the
Local Architect or Consultant to provide them as a Change in Services when such services are requested by the
Consultant and are reasonably required by the scope of the Project.

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ARTICLE 2 SERVICES PROVIDED BY THE CONSULTANT
2.1 The Consultant shall consult with the Client and Local Architect, review applicable design criteria with the Local
Architect, attend project meetings, communicate with members of the Project Team and issue progress reports. The
Consultant shall coordinate the services provided by the Consultant and its subconsultants with those services provided by
the Client and Clients consultants.

2.2 The Consultant shall prepare and periodically update the Consultants Services Schedule that shall identify milestone
dates for decisions required of the Client, design services provided by the Consultant, completion of documentation
provided by the Consultant and anticipated commencement of construction and Substantial Completion of the Work as
defined in Article 8.

2.3 In accordance with the Consultants Services Schedule, the Consultant shall make presentations to explain the design
of the Project to the Client. The Consultant shall submit design documents to the Client at intervals appropriate to the
design process for purposes of evaluation and approval by the Client. The Consultant shall be entitled to rely upon
approvals received from the Client in the further development of design.

ARTICLE 3 SERVICES PROVIDED BY THE CLIENT
3.1 The Client shall provide a program setting forth the Clients objectives, schedule, constraints and criteria, including
space requirements and relationships, special equipment, systems and site requirements.

3.2 The Client shall retain a qualified Local Architect to provide the services described in Article 4.
These services shall be incorporated into the Clients agreement with the Local Architect.

3.3 The Client shall provide 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 properties and structures; adjacent drainage; rights-of-way,
restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations,
dimensions and 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.

3.4 When requested by the Consultant, the Client shall provide services of geotechnical engineers, which may include
but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of
hazardous materials, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil
conditions, with reports and appropriate recommendations.

3.5 When the program requirements have been sufficiently identified, the Cost Consultant employed by the Client shall
prepare a preliminary estimate of the Cost of the Work. The Cost Consultant shall be experienced in cost estimating in the
locality of the Project. As the design process progresses through the end of the preparation of the Construction
Documents, the Cost Consultant shall update and refine the preliminary estimate of the Cost of the Work. The Cost
Consultant shall advise the Client and Consultant of any adjustments to previous estimates of the Cost of the Work
indicated by changes in project requirements or general market conditions.

3.6 If the estimated cost exceeds the budget, the Client shall:
.1 increase the budget for the Cost of the Work
.2 cooperate in revising the Project scope and quality as required to reduce the Cost of the Work and
authorize a Change in Services in accordance with Section 6.2
.3 terminate the Project in accordance with Section 6.6

3.7 Unless otherwise provided for in this Agreement, the Client shall provide tests, inspections and reports required by
law or the Construction Documents, such as structural, mechanical and chemical tests, tests for air and water pollution,
and tests for hazardous materials.

ARTICLE 4 SERVICES OF THE LOCAL ARCHITECT
4.1 The Client shall retain a qualified Local Architect who shall be the Architect of Record under applicable law and
who shall be contractually obligated to the Client to provide the following services to support the work of the Consultant.
The Consultant shall be entitled to rely upon the adequacy and accuracy of the services provided by the Local Architect.

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4.2 The Local Architect shall attend meetings between the Consultant and Client to maintain awareness of the status of
the Project. The Local Architect shall advise the Consultant and Client of any local requirements or potential issues that
may affect the Project. During meetings, the Local Architect shall provide translation to and from English as necessary.

4.3 The Local Architect shall identify applicable codes, regulations and requirements affecting the Project, including
those of entities providing utilities and services to the site and those related to cultural and religious issues affecting the
Project. The Local Architect shall inform the Consultant as to the application of these codes, regulations and requirements
to this Project. The Local Architect shall forward copies of English language versions of all such material to the
Consultant. If English language versions are not available, the Local Architect shall provide the content of the applicable
portions to the Consultant by written translation, diagrams or sketches.

4.4 The Local Architect shall provide copies of maps and photographs of the site and its surroundings to familiarize the
Consultant and Consultants home office staff with the site.

4.5 The Local Architect shall meet and correspond with all authorities and organizations whose agreement is legally
required for the approval of the Project design, construction and occupancy to determine their requirements for this
Project and to assist the Client in obtaining the necessary agreements and approvals. The Local Architect shall submit
such applications and materials as are required. If drawings prepared by the Consultant are required for such submittals,
the Local Architect shall advise the Consultant as to any requirements as to format, scales, colors and specific information
to be shown.

4.6 If the Agreement, the Client or any local or national authority requires that drawings, reports, letters or other
material prepared by the Consultant be submitted in a language other than English, the Local Architect shall translate and
prepare such material in the finished form required for submission. In the case of drawings, the Local Architect shall add
the translated material to the drawings provided by the Consultant. The Local Architect shall translate into English any
letters or other materials received by the Consultant from the Client or from national or local authorities in connection
with the Project.

4.7 The Local Architect shall advise the Consultant of the availability of construction materials and their relative costs at
the location of the Project, and of any special issues related to their use at that location.

4.8 As the Consultants work proceeds, the Local Architect shall review the Consultants sketches, drawings and other
presentations for each phase of services to determine that the design, as proposed, will satisfy the Clients program. The
Local Architect shall inform the Consultant promptly of any necessary changes.

4.9 The Local Architect shall provide drafting and conference room space and administrative support for the
Consultants staff during visits to the country.

4.10 The Local Architect shall, in addition, provide the following services:
(If other services are required of the Local Architect, describe them here.)

ARTICLE 5 RESPONSIBILITIES OF THE PARTIES
5.1 CLIENT
5.1.1 The Client shall provide full and timely information regarding requirements for, and limitations on, the Project and
shall render decisions to avoid delay in the orderly and sequential progress of the Consultants services.

5.1.2 The Client shall provide prompt written notice to the Consultant if the Client becomes aware of any fault or defect
in the Project or in the Consultants services.

5.1.3 The Client shall review and provide approvals in accordance with Exhibit E, Consultants Services Matrix. Such
approvals shall be in writing.

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5.2 CONSULTANT
5.2.1 The services performed by the Consultant shall be as described in Articles 2 and 4 and as indicated in Section 9.2.

5.2.2 The Consultants standard of care shall be to exercise reasonable skill, care and diligence in the performance of its
obligations under this Agreement.

5.2.3 Except with the Clients knowledge and consent, the Consultant shall not knowingly engage in any activity, or
accept any employment, interest or contribution that would, or would reasonably appear to, compromise the Consultants
professional judgment with respect to this Project. The Consultant shall not engage in any activity that would, or would
reasonably appear to, conflict with laws or regulations applicable to the Consultants services.

5.2.4 The Consultant shall be entitled to rely upon the accuracy, timeliness and completeness of services and information
furnished by the Client, the Local Architect and the Clients Consultants.

ARTICLE 6 TERMS AND CONDITIONS
6.1 INSTRUMENTS OF SERVICE
6.1.1 Drawings, Specifications, documentation and other materials, including those in electronic form, prepared by the
Consultant and Consultants subconsultants are Instruments of Service for use solely with respect to this Project. The
Consultant and Consultants subconsultants shall be deemed the authors and owners of their respective Instruments of
Service and shall retain all rights accorded under applicable law, including copyrights.

6.1.2 Upon execution of this Agreement, the Consultant grants to the Client a nonexclusive license to reproduce the
Consultants Instruments of Service solely for purposes of constructing, using and maintaining the Project, provided that
the Client shall comply with all obligations, including prompt payment of all sums when due, under this Agreement. No
other license or right shall be deemed granted or implied under this Agreement. The Client shall not assign or otherwise
transfer any license herein to another party without the prior written agreement of the Consultant.

6.1.3 The Client shall not use the Instruments of Service for future additions or alterations to this Project or for other
projects, unless the Client obtains the prior written agreement of the Consultant and Consultants subconsultants. Any
unauthorized use of the Instruments of Service shall be at the Clients sole risk and without liability to the Consultant and
Consultants subconsultants.

6.2 CHANGE IN SERVICES
6.2.1 The Consultant shall be entitled to an appropriate adjustment in the Consultants Services Schedule and Payment
as described in Article 7 and to any Reimbursable Expense described in Section 7.10, should the Consultants services be
affected by circumstances which may include, but are not limited to, the following:
.1 Changes to instructions or approvals previously given by the Client that require revisions in the
Instruments of Service
.2 Enactment or revision of codes, laws, regulations, or official interpretations that require changes to
previously prepared Instruments of Service
.3 Decisions of the Client not rendered in a timely manner
.4 Significant changes in the Project, including but not limited to size, quality, complexity, the Clients
schedule or budget, or procurement method
.5 Failure of performance on the part of the Client, the Local Architect, or Clients Consultants or contractors
.6 Preparation for and attendance at a public hearing, a dispute resolution proceeding, or a legal proceeding,
except where the Consultant is a party thereto
.7 Change in the information contained in Section 1.2
.8 Providing more than ( ) reviews of an individual Shop
Drawing, Product Data item, sample or similar submittal of the Contractor
.9 Providing more than ( ) site visits during the construction phase
Consultant
.11 Responding to the Contractors requests for information where such information is available to the
Contractor from a careful study and comparison of the Construction Documents, field conditions, other
Client-provided information, Contractor-prepared coordination drawings, or prior Project correspondence
or documentation
.12 Processing Change Orders requiring evaluation of proposals, including preparation or revision of the
Contract Documents
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.13 Providing consultation concerning replacement of Work resulting from fire or other cause during
construction
.14 Evaluating an extensive number of claims submitted by the Clients Consultants, the Contractor or others
in connection with the Work
.15 Evaluating substitutions or changes proposed by the Client, Clients Consultants or Contractors and
making subsequent revisions to Instruments of Service
.16 Preparing design and documentation for alternate bids or proposals requested by the Client
.17 Providing Construction Phase Services 60 days after the date of Substantial Completion of the Work

6.3 MEDIATION
6.3.1 The Consultant and Client shall endeavor to resolve claims, disputes and other matters in question between them
through mediation, which shall be conducted by a mutually selected mediator who is fluent in English.

6.3.2 The parties shall equally share mediation costs and filing fees. The mediation shall be held in the place where the
Project is located, unless another location is mutually agreed upon. Mediation proceedings shall be confidential.
Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof.

6.4 ARBITRATION
6.4.1 Claims, disputes and other matters in question between the parties that are not resolved through mediation shall be
decided by arbitration unless the parties mutually agree otherwise. Arbitration shall be in accordance with rules of the
United Nations Commission on International Trade Law (UNCITRAL) in effect as of the date of this Agreement. The
demand for arbitration shall be filed in writing with the other party to this Agreement and with the UNCITRAL.

6.4.2 A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in which
question has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or
equitable proceedings based on such claim, dispute or other matter in question would be barred by any applicable statute
or the provisions of Section 6.5.3.

6.4.3 The arbitration proceeding shall be conducted in the English language and shall take place in a neutral location to
be determined by the arbitrator(s).

6.4.4 Any award rendered by the arbitrator(s) shall be final, and judgment may be entered upon it in any court having
jurisdiction. This Agreement and any award rendered under it shall be governed by the Convention on the Recognition
and Enforcement of Foreign Arbitration Awards.

6.5 MISCELLANEOUS PROVISIONS
6.5.1 This Agreement shall be governed by the law of the principal place of business of the Consultant, unless otherwise
provided in Section 9.3. Language in this Agreement shall be interpreted in accordance with the standard usage of English
in the United States.

6.5.2 The Client and Consultant, respectively, bind themselves, their partners, successors, assigns and representatives to
the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with
respect to all covenants of this Agreement. Neither the Client nor Consultant shall assign this Agreement without the
written consent of the other.

6.5.3 The Consultant and Consultants subconsultants shall not be liable for any loss or damage unless a claim is
formally made upon the Consultant before the expiration of six years after the date of final completion of the Consultants
services on the Project or the date of Substantial Completion of the Project, whichever is earlier, or such earlier date as
may be prescribed by applicable law.

6.5.4 To the maximum extent permitted by the law, the Consultants and Consultants subconsultants liability to the
Client for any loss or damage shall be limited to the amount of applicable insurance coverage available to pay the award
at the time of settlement or judgment or, in the event of an uninsured claim, to the amount of payment received by the
Consultant under this Agreement.

6.6 TERMINATION OR SUSPENSION
6.6.1 Failure of the Client to make payments to the Consultant in accordance with this Agreement shall be considered
cause for termination or, at the Consultants option, cause for suspension of performance of services under this
Agreement. In such event, the Consultant shall have the right to immediately withhold the Consultants Instruments of
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Service without notice. Prior to suspending services, the Consultant shall give seven days written notice to the Client. In
the event of a suspension of services due to failure of the Client to make payments to the Consultant, the Consultant shall
have no liability to the Client for delay or damage caused to the Client because of such suspension of services. Before
resuming services, the Consultant shall be paid all sums due prior to suspension and any expenses incurred in the
interruption and resumption of the Consultants services. The Consultants fees for the remaining services and the time

6.6.2 If the Client, for more than 30 consecutive days, suspends the Project, the Consultant shall be paid for services
performed prior to notice of such suspension. When the Project is resumed, the Consultant shall be paid for expenses
incurred as a result of the interruption and resumption of the Consultants services. The Consultants fees for the
remaining services and the time schedules shall be equitably adjusted.

6.6.3 If the Project is suspended or the Consultants services are suspended for more than 90 consecutive days, the
Consultant may terminate this Agreement by giving not less than seven days written notice.

6.6.4 This Agreement may be terminated by either party upon not less than seven days written notice should the other
the termination.

6.6.5 In the event of termination not the fault of the Consultant, the Consultant shall be entitled to payment for services
performed prior to termination, together with Reimbursable Expenses then due. Additionally, the Consultant shall be paid
for expenses directly attributable to termination for which the Consultant is not otherwise paid, plus an amount for the
Consultants anticipated profit on the value of the services not performed by the Consultant.

ARTICLE 7 PAYMENTS TO THE CONSULTANT
7.1 For the Consultants services as described in this Agreement, payment shall be made in United States dollars, and
fees shall be computed as follows:

7.2 If the services of the Consultant are changed as described in Section 6.2, the Consultants payments shall be
equitably adjusted in conformance with the Consultants Table of Hourly Rates, Exhibit G.

7.3 For a Change in Services of the Consultants subconsultants, payments shall be computed as a multiple of
( ) times the amounts billed to the Consultant for such services.

7.4 For Reimbursable Expenses as described in Section 7.10, payments shall be computed as a multiple of
( ) times the expenses incurred by the Consultant, the Consultants employees and
subconsultants. Reimbursable Expenses shall be paid in United States dollars and computed at a conversion rate in effect
at the time the expense is incurred.

7.5 The hourly rates and multiples for services of the Consultant and Consultants subconsultants as set forth in this
Agreement shall be adjusted in accordance with their normal salary review practices or as agreed upon between the Client
and the Consultant.

7.6 An initial payment of Dollars ($ )
shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited
to the Clients account at final payment. Subsequent payments for services shall be made monthly and, where applicable,
shall be in proportion to services performed on the basis set forth in this Agreement.

7.7 Payments are due and payable ( ) days from the date of the Consultants invoice.
Amounts unpaid ( ) days after the invoice date shall bear interest at the rate entered below.

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7.8 If the services covered by this Agreement have not been completed within ( )
months of the date hereof through no fault of the Consultant, extension of the Consultants services beyond that time shall
be paid as provided in Section 7.2.

7.9 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon
presentation of the Consultants statement of services.

7.10 Reimbursable Expenses are in addition to fees for the services and include expenses incurred by the Consultant and
Consultants employees and subconsultants directly related to the Project. These Reimbursable Expenses are identified as
follows:
.1 Transportation in connection with the Project, authorized out-of-town travel as further described in Exhibit
F, meals and lodging, and telecommunications
.2 Reproductions, printing of electronic drawings, standard form documents, postage, couriers, and handling
and delivery of Instruments of Service
.3 Expense of overtime work requiring higher than regular rates if authorized in advance by the Client
.4 Renderings, models and mock-ups requested by the Client
.5 Expense of professional liability insurance requested by the Client dedicated exclusively to this Project, or
the expense of additional insurance coverage or limits in excess of that normally carried by the Consultant
and Consultants subconsultants
.6 Other similar direct Project-related expenditures

7.11 Sale, value added, duties, withholdings and other government imposed taxes on the amounts payable for the
Consultants services and Reimbursable Expenses are not included in the Consultants payment hereunder. No deductions
shall be made from payments to the Consultant because of such obligations.

7.12 The Client shall be solely obligated to pay and remit to the appropriate governmental authority such sales, value
added, duties, withholding or other taxes on the Consultants services without reduction of the Consultants payment. The
Client shall provide the Consultant photocopies of all forms sent to such governmental authorities evidencing payment of
these taxes.

7.13 Payments for services and Reimbursable Expenses shall be transmitted by the Client as follows:
(Insert instructions for payments, wire transfer, etc.)

ARTICLE 8 DEFINITIONS
8.1 Construction Documents. Drawings, Specifications and Contract Documents prepared by the Consultant or Local
Architect that set forth, in detail, the requirements for construction of the Project.

8.2 Contractor. Entity responsible for construction of the Project.

8.3 Cost of the Work. The total cost or, to the extent the Project is not completed, the estimated cost to the Client of all
elements of the Project designed or specified by the Project Team. Cost of the Work does not include the compensation of
the Consultant or Local Architect or the subconsultants of either, the costs of the land and financing, or other costs that
are the responsibility of the Client.

8.4 Day. Day as used in the documents shall mean calendar day unless otherwise specifically defined.

8.5 Payment. Distribution of money in return for services or other obligations.

8.6 Product Data. Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams,
and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work.

8.7 Samples. Samples are physical examples that illustrate materials, equipment or workmanship and establish standards
by which the Work will be judged.

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8.8 Shop Drawings. Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work
by the Contractor or a subcontractor, subsubcontractor, manufacturer, supplier or distributor to illustrate some portion of
the Work.

8.9 Substantial Completion. Substantial Completion is the stage in the progress of the Work when the Work or
designated portion thereof is sufficiently complete in accordance with the contractual requirements so that the Client can
occupy or utilize the Work for its intended use.

8.10 Work. Work means the construction and services required by the contractual requirements, whether completed or
partially completed, and includes all other labor, materials, equipment and services provided, or to be provided, by the
Contractor to fulfill the Contractors obligations. The Work may constitute the whole or a part of the Project.

ARTICLE 9 COMPONENTS OF THE AGREEMENT AND OTHER SPECIAL TERMS AND CONDITIONS
9.1 This Agreement consists of this AIA Document B1612002, Standard Form of Agreement Between Client and
Consultant, and:

9.2 Services and Additional Information
(Check off the exhibits delineating the Consultants Scope of Services. List any other documents in the space below.):

B1612002/Exhibit A, Evaluation and Planning Services
B1612002/Exhibit B, Schematic Design/Design Development Services
B1612002/Exhibit C, Construction Documents Services
B1612002/Exhibit D, Construction Procurement/Construction Services
B1612002/Exhibit E, Consultants Services Matrix
B1612002/Exhibit F, Projected Travel Costs
B1612002/Exhibit G, Table of Hourly Rates

9.3 Special terms and conditions that modify this Agreement are as follows:

9.4 This Agreement represents the entire and integrated Agreement between the Client and Consultant and supersedes
written instrument signed by both the Client and Consultant.


CLIENT (Signature) CONSULTANT (Signature)

Document B161
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2002 Exhibit A
Evaluation and Planning Services
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A.1 The Consultant shall provide a preliminary evaluation of the information furnished by the Client under this
Agreement. The Consultant shall review such information to ascertain that it is consistent with the requirements of the
Project and shall notify the Client of any other information or consulting services that may be reasonably needed for the
Project.

A.2 The Consultant shall provide a preliminary evaluation of the Clients site for the Project based on the information
provided by the Client of site conditions and the Clients program, schedule and budget for the Cost of the Work.

A.3 The Consultant shall review the Clients proposed method of contracting for construction services and shall notify
the Client of anticipated impacts such method may have on the Project.

CLIENT (initials) CONSULTANT (initials)

Document B161
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2002 Exhibit B
Schematic Design/Design Development Services
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B.1 SCHEMATIC DESIGN SERVICES
B.1.1 The Consultant shall provide, with the assistance of the Local Architect, Schematic Design Documents based on
the mutually agreed-upon program and schedule. The documents shall establish the conceptual design of the Project,
illustrating the scale of and relationship among the Project components. The Schematic Design Documents shall include a
conceptual site plan, if appropriate, and preliminary building plans, sections and elevations.

B.2 DESIGN DEVELOPMENT SERVICES
B.2.1 The Consultant shall provide, with the assistance of the Local Architect, Design Development Documents based
on the approved Schematic Design Documents. The Design Development Documents shall illustrate and describe the
refinement of the design of the Project, establishing the scope, relationships, forms, size and appearance of the Project by
means of plans, sections and elevations, selected construction details and equipment layouts. The Design Development
Documents shall include specifications that identify major materials and systems and establish, in general, their quality
levels.


Document B161
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2002 Exhibit C
Construction Documents Services
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C.1 The Consultant shall provide, with the assistance of the Local Architect, Construction Documents based on the
approved Design Development Documents. The Construction Documents shall set forth in detail the requirements for
construction of the Project. The Construction Documents shall include drawings and specifications that establish in detail
the quality levels of materials and systems required for the Project.


Document B161
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2002 Exhibit D
Construction Procurement/Construction Services
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D.1 CONSTRUCTION PROCUREMENT SERVICES
D.1.1 The Consultant shall provide Construction Procurement Services as described below:
(Insert scope text for procurement services, depending upon delivery method.)

D.1.2 All Construction Procurement Services other than those required under AIA Document B1612002 shall be
performed at a location selected by the Consultant.

D.2 CONSTRUCTION SERVICES
D.2.1 GENERAL ADMINISTRATION
D.2.1.1 The Consultant shall provide construction services as set forth within this exhibit, which shall be incorporated as
part of the Contract between the Client and Contractor. Modifications, additions or deletions to the provisions, when
incorporated into the Agreement between the Client and Contractor, shall be enforceable under this Agreement only to the
extent that they are consistent with the Agreement and are approved in writing by the Consultant.

D.2.1.2 The Consultant shall be a representative of, and shall advise and consult with, the Client during the provision of
the Construction Services. The Consultant shall have authority to act on behalf of the Client only to the extent provided in
this Agreement.

D.2.1.3 The Consultant shall review and respond to properly prepared requests presented in a timely manner by the
Contractor for additional information about the Construction Documents.

D.2.1.4 Upon written request of either the Client or Contractor, the Consultant shall interpret and decide matters
concerning the performance of the Client and Contractor under the requirements of the Construction Documents. The
Consultants response to such requests shall be made in writing and in a timely manner. The Consultant shall render
initial decisions on claims, disputes or other matters in question between the Client and Contractor.

D.2.2 EVALUATIONS OF THE WORK
D.2.2.1 The Consultant, as a representative of the Client, shall visit the site at intervals as agreed to by the Client and
Consultant to (1) become generally familiar with and to keep the Client informed about the design quality of the portion
of the Work completed; (2) endeavor to guard the Client against defects and deficiencies in the Work; and (3) determine
in general if the Work is being performed in a manner indicating that the Work, when fully completed, will be in
accordance with the Construction Documents. However, the Consultant shall not be required to make exhaustive or
continuous on-site inspections to check the quality or quantity of the Work. The Consultant 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, since these are solely the Contractors rights and responsibilities.
Nor shall the Consultant be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or
employees or of any other persons or entities performing portions of the Work.

D.2.2.2 The Consultant shall, at all times, have access to the Work wherever it is in preparation or progress.

D.2.2.3 The Client shall endeavor to communicate with the Contractor through the Consultant about matters arising out
of or relating to the Construction Documents. Communications by and with the Consultants subconsultants shall be
through the Consultant.

D.2.2.4 The Consultant shall have the authority to reject Work that does not conform to the Construction Documents.
Whenever the Consultant considers it necessary or advisable, the Consultant will have authority to require inspection or
testing of the Work, whether or not such Work is fabricated, installed or completed. However, neither this authority of the
Consultant, nor a decision made in good faith either to exercise or not to exercise such authority, shall give rise to a duty
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or responsibility of the Consultant to the Contractor, subcontractors, material and equipment suppliers, their agents or
employees or other persons or entities performing portions of the Work.

D.2.3 CERTIFICATION OF PAYMENTS TO THE CONTRACTOR
Unless the Client has retained a Cost Consultant identified in Section 1.3.3 to provide such review and certification, the
Consultant shall review and certify the amounts due the Contractor and shall issue Certificates for Payment in such amounts.

D.2.4 SUBMITTALS
D.2.4.1 The Consultant 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 Construction Documents. Review of such submittals is not
conducted for the purpose of determining the accuracy and completeness of details, such as dimensions and quantities, or
for substantiating instructions for installation or performance of equipment or systems. The Consultants review shall not
constitute approval of safety precautions, construction means, methods, techniques, sequences or procedures. The
Consultants approval of a specific item shall not indicate approval of an assembly of which the item is a component.

D.2.4.2 The Consultant shall maintain a record of submittals and copies of submittals supplied by the Contractor.

D.2.4.3 The Consultant shall be entitled to rely upon the adequacy, accuracy and completeness of the services,
certifications or approvals performed by any consultants retained by the Contractor.

D.2.5 CHANGES IN THE WORK
D.2.5.1 The Consultant shall prepare Change Orders for the Clients approval and execution. The Consultant may
authorize minor changes in the Work not involving an adjustment in Contract Sum or an extension of Contract Time that
are consistent with the intent of the Construction Documents.

D.2.5.2 The Consultant shall review requests by the Client or Contractor for changes in the Work when such requests are
accompanied by sufficient supporting data and information to permit the Consultant to make a reasonable determination
without extensive investigation or preparation of additional drawings or specifications.

D.2.5.3 If the Consultant determines that implementation of the requested changes would result in a material change to
the Contract, the Client may authorize further investigation of such change. Upon such authorization, and based upon
information furnished by the Contractor, if any, the Consultant shall obtain from the Cost Consultant an estimate of the
additional cost and time that might result from such change, and shall include any additional costs attributable to a
Change in Services of the Consultant. The Consultant shall then incorporate those estimates into a Change Order for the
Clients execution or negotiation with the Contractor.

D.2.5.4 The Consultant shall maintain records relative to changes in the Work.

D.2.6 PROJECT COMPLETION
D.2.6.1 The Consultant shall conduct inspections to determine the date or dates of Substantial Completion and the date
of final completion; shall receive from the Contractor and forward to the Client for the Clients review and records,
written warranties and related documents required by the Construction Documents and assembled by the Contractor; and
shall issue a final Certificate for Payment based upon a final inspection indicating that, to the best of the Consultants
knowledge and belief, the Work complies with the requirements of the Construction Documents.

D.2.6.2 The Consultants inspection shall be conducted with the Clients Designated Representative to check for
conformance of the Work with the requirements of the Construction Documents and to review and amend, if appropriate,
the list submitted by the Contractor of Work to be completed or corrected.

D.2.6.3 When the Work is found to be substantially complete, the Consultant shall inform the Client about the balance of
the Contract Sum remaining to be paid to the Contractor, including any amounts needed to be paid for final completion or
correction of the Work.


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Document B161
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2002 Exhibit E
Consultants Services Matrix
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E.1 The Consultant shall perform its work in accordance with the scope and schedule outlined below.

E.2 The Consultant shall not be responsible for delays due to causes outside the Consultant's control. Should the
schedule extend beyond the timeframes described below, the Consultant shall be entitled to an adjustment in its
compensation unless the extension is a direct result of its failure to adhere to provisions in this Agreement. This schedule
has been mutually determined by the Client and Consultant and shall be modified only by mutual agreement of the
Consultant and Client.

Legend:
Primary Responsibility = P
Support Responsibility = S
No Responsibility = N

Pre-Design Services C
l
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t

C
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s
u
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t
a
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t

L
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a
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A
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c
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N
o
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A
p
p
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a
b
l
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R
e
f
e
r
e
n
c
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N
o
t
e

N
o
.

Schedule
Project management
Project administration
Site investigation and analysis
Utilities investigation
Compilation of site surveys
Compilation of existing conditions
Soils investigation coordination
Final program budget for construction cost
Presentations to client
Preparation of project concept diagrams
(insert deliverable products)
Preparation of detailed building program
Zoning/Planning/Calculations
Final presentations

Insert notes as referenced within the matrix:


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Legend:

Schematic Design (SD)s C
l
i
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n
t

C
o
n
s
u
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t
a
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t

L
o
c
a
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A
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N
o
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A
p
p
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a
b
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R
e
f
e
r
e
n
c
e

N
o
t
e

N
o
.

Schedule
Project management
DD mockup and cartoon set
Client and team coordination
Client conferences
Special presentations
Refine design phasing schedule
Evaluate, integrate construction schedule/phasing
Planning and zoning analysis
Code/Life safety analysis
Coordinate civil engineers and soil testing
Develop architectural forms and select materials
Develop interior and support spaces
Develop structural and MEP systems
Interim progress presentations
Review interim cost plan
Preparation of SD Documents
Prepare and distribute engineering backgrounds
Coordinate MEP and structural services
Coordinate other project consultants
Coordinate special photos, renderings, models
Collate complete SD documents
Prepare and evaluate final preliminary estimate
Present schematic documents
Review SD with local agencies
Accounting/Invoicing/Disbursements



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Legend:

Design Development (DD) C
l
i
e
n
t

C
o
n
s
u
l
t
a
n
t

L
o
c
a
l

A
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c
h
i
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c
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N
o
t

A
p
p
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i
c
a
b
l
e

R
e
f
e
r
e
n
c
e

N
o
t
e

N
o
.

Schedule
Project management
Participate in client and team conferences
Update project schedule, phasing approach
Schedule and conduct user and client meetings
Review and confirm space allocations, layouts
Develop exterior and interior design concept options
Curtainwalls
Wall sections
Landscape and site design
Primary public lobbies and corridors
Secondary public lobbies and corridors
Selection of exterior and interior materials
Signage
Prepare room data sheets
Coordinate engineer services (SE, MEP, CE)
Coordinate other consultant services
Review interim cost plan
Present interim documents
Preparation of DD documents
(insert list of deliverables)
Coordinate and collate DD documents
Select DD materials, finishes and colors
Coordinate special photos, renderings and models
Prepare DD cost estimate
Review DD documents with state and local agencies
Present final DD to user and client
Conduct constructibility review and packaging



3
WARNING: This AIA
AIA

Legend:

Construction Documents C
l
i
e
n
t

C
o
n
s
u
l
t
a
n
t

L
o
c
a
l

A
r
c
h
i
t
e
c
t

N
o
t

A
p
p
l
i
c
a
b
l
e

R
e
f
e
r
e
n
c
e

N
o
t
e

N
o
.

Schedule
Project management
Participate in client and team conferences
Conduct special presentations
Update project schedule/refine construction schedule
Conduct technical refinement of exterior and interior details
Verify final materials, finishes and colors
Prepare CDs (Drawings, Specs) See DD list, repeat the date
Coordinate CD work of engineer services (SE, MEP, CE)
Present interim documents to the user and client
Review cost check
Conduct QA/QC check of documents
Present CD design intent review
Coordinate, assemble, print final CDs
Review CD documents with local and state agencies
Transmit pre-bid documents to client for comments
Prepare final 100% CD cost estimate
Coordinate the permit process
Incorporate revisions from the client review
Coordinate client review of bid documents
Bidding/Negotiation
Project management
Respond to questions regarding CDs
Prepare and issue addenda
Assist client and CM in evaluation of bids



4
WARNING: This AIA
AIA

Legend:

Construction Contract Administration C
l
i
e
n
t

C
o
n
s
u
l
t
a
n
t

L
o
c
a
l

A
r
c
h
i
t
e
c
t

N
o
t

A
p
p
l
i
c
a
b
l
e

R
e
f
e
r
e
n
c
e

N
o
t
e

N
o
.

Schedule
Project management
Coordinate engineer services
Coordinate construction observation services
Attend construction job meetings
Coordinate and process submittals review
Shop Drawings
Product Data
Samples
Mock-ups
Other submittals
Issuance of sketches for clarification
Review change orders
Process payment certificates or requests

Travel to manufacturers/fabricators for materials/
mock-ups
Review and comment: mock-ups
Review and coordinate punch list
Review for substantial completion
Review for final completion

Coordinate warranties, manuals, Client documents,
commission



5
Document B161
TM
2002 Exhibit F
Projected Travel Costs
WARNING: This AIA
AIA

(Use this exhibit to establish the number and frequency of trips and their projected costs, if necessary.)

The Client and Consultant have developed the Project schedule in accordance with Exhibit E and further agree that the
total number of required trips and associated travel expenses shall be as follows:
(Complete the chart below)

Total Cost per Person/Trip
(Compute total cost, including travel time, airfare, ground transportation, hotel, etc.)

Service
(Insert services and compute total costs)
Days in Country Total Trips Total Cost

Total trip cost per person is computed based on the following rates:

Should the indicated costs materially change during the term of the Project, payment to the Consultant for travel costs
shall be equitably adjusted.


Document B161
TM
2002 Exhibit G
Table of Hourly Rates
WARNING: This AIA
AIA

(Use this Exhibit to tabulate hourly billing rates.)

When applicable, the Consultant shall be paid on the basis of the following schedule of hourly rates:

Employee or Category Rate

Rates are computed in United States dollars, are effective as of the date of this Agreement and shall be adjusted in
accordance with the salary review procedure of the Consultant.


Document B162
TM
2002 Instructions
Abbreviated Form of Agreement Between Client and Consultant
For use where the Project is located outside the United States

WARNING: This AIA

AIA


GENERAL INSTRUCTIONS

Purpose
AIA Document B1622002 is an abbreviated version of B1612002, Standard Form of Agreement between Client
and Consultant. The document is designed to assist U.S. architects involved in projects based in foreign countries,
where the U.S. architect is hired on a consulting basis for design services and a local architect will be retained. The
document is intended to clarify the assumptions, roles, responsibilities and obligations of the parties; to provide a clear,
narrative description of services; and to facilitate, strengthen and maintain the working and contractual relationships
between parties.

Note: Because of foreign practices, the term Owner has been replaced with Client throughout the document and these
instructions.

Note: Because it is assumed that the U.S. architect is not licensed to practice architecture in the foreign country where
the Project is located, the term Consultant is used throughout the document and these instructions.

B1622002 assumes that:
this document will be used by the Consultant for a project located outside of the United States;
the Consultant is not licensed to practice architecture in the foreign country where the Project is located
and must be referred to as a consultant rather than an architect;
there is a direct relationship between the Client and the Consultant;
there is a Local Architect linked contractually to either the Client or the Consultant; and
terms in this Agreement shall have the same meaning as standard American English.

Use of Current AIA Documents
Prior to using any AIA Contract Document, users should consult the AIA Contract Documents Web site,
www.aia.org/documents, or a local AIA chapter to make certain they are using the most recent edition.

AIA Contract Documents are the product of a consensus-building process aimed at balancing the interests of all parties
involved in construction and building projects. The documents reflect actual industry practice, not theory. They are
state-of-the-art legal documents regularly revised to keep up with changes in law and the industryyet they are written,
as far as possible, in everyday language. The standard AIA Contract Documents have been developed through more
than 100 years and have been tested repeatedly in the courts.

Standard Forms
Most AIA Contract Documents published since 1906 have contained in their titles the words standard form.
Standard is not meant to imply that a uniform set of contractual requirements is mandatory for AIA members or
others in the construction industry. Rather, the AIA standard documents are intended for use as fair and balanced
baselines from which parties can begin to negotiate. AIA Contract Documents are flexible: they are intended for
modification to fit individual projects, but in such a way that modifications are easily distinguished from original
printed language.

Letter Forms of Agreement and oral agreements or understandings are generally discouraged by the AIA as the basis for
the performance of a part of the whole of the Work.

Use of Non-AIA Contract Documents
If a combination of AIA Contract Documents and non-AIA documents is to be used, particular care must be taken to
achieve consistency of language and intent among documents.
1
WARNING: This AIA

AIA


Reproductions

The AIA hereby grants the purchaser a limited license to reproduce a maximum of ten copies of a completed B162
2002, but only for use in connection with a particular project. The AIA will not permit reproduction outside of the
limited license for reproduction granted above, except upon written request and receipt of written permission from the
AIA.


copyright@aia.org.

Mediation and Arbitration
AIA Document B1622002 contains provisions for mediation and arbitration of claims and disputes. Mediation is a
nonbinding process, but it is mandatory under the terms of this Agreement.

Arbitration is mandatory under the terms of this Agreement in accordance with the rules of the United Nations
Commission on International Trade Law (UNCITRAL).

Neither the AIA nor UNCITRAL administer dispute resolution processes. However, either UNCITRAL or the
American Arbitration Association (AAA) can provide an international list of agencies that do provide these
administrative services.

Modifications
document.



permits.


AIAs copyright.

2
WARNING: This AIA

AIA


COMPLETING AIA DOCUMENT B1622002

Cover Page
date of actual execution of the document. Professional services should not be performed prior to the effective date of the
Agreement.

Identification of Parties: Parties to this Agreement should be identified using the full legal names under which the
Agreement will be executed.


Article 1 Responsibilities of the Parties
The Clients and Consultants responsibilities have been combined into this one article. A provision has been included
concerning the parties relationship with each other and with others involved with the Project.

Article 2 Description of Services
This Article describes services included in the Agreement and should contain provisions defining and describing design
services that are included in the Agreement.

Article 4 Payment
Payment is one of the most difficult issues in international work. It is recommended that a retainer equivalent to the
Consultants projected fees for the first three to four months of the contract be established to cover the Consultant until
the first payment has been received and to provide protection for payment of the final invoice. Further, a mechanism
should be established for the transfer of funds. Currency fluctuation and exchange issues can be avoided by requesting
that payments be made in United States dollars.

4.2 The Consultant should obtain advice regarding the effect of foreign taxes and other monetary exchange and
interest issues on the Consultants fees; the importation of the Consultants Instruments of Service into a foreign
country; and the effect of overseas income on the Consultants local tax liability.

Article 5 Instruments of Service
The Berne Convention Treaty in most, but not all, countries governs international copyright law.

Article 8 Miscellaneous Provisions
Insert provisions, if any, on Additional Services, special compensation arrangements, the employment of other
consultants, or choice of dispute resolution method or insurance.

EXECUTING AIA DOCUMENT B1622002


3
Document B162
TM
2002
Abbreviated Form of Agreement Between Client and Consultant
For use where the Project is located outside the United States

Init.
/
WARNING: This AIA

AIA


1

legal consequences.
in the year of

BETWEEN the Client:

and the Consultant:

(Include detailed description of the Project.)

The Client and Consultant agree as follows:
Init.
/
WARNING: This AIA

AIA


2

ARTICLE 1 RESPONSIBILITIES OF THE PARTIES
1.1 The Client shall, in a timely manner, provide full information regarding requirements for and limitations on the
Project, and shall render timely decisions.

The Client shall retain all necessary consultants, including the Local Architect, Cost Consultant and contractors required
for the Project.

The Consultant shall exercise reasonable skill, care and diligence in the performance of its obligations under this Agreement.

ARTICLE 2 DESCRIPTION OF SERVICES
(Insert a brief description of the services to be provided by the Consultant.)

ARTICLE 3 CHANGE IN SERVICES
3.1 Any change in the services of the Consultant mutually agreed upon in writing by the Client and Consultant shall
entitle the Consultant to an adjustment in payment.

ARTICLE 4 PAYMENTS
4.1 The Consultant shall be paid on the following basis:
(Describe the basis of initial payment, payment for services, change in services and reimbursable expenses.)

4.2 The Client shall make monthly payments in U.S. dollars upon presentation of the Consultants statement, without
deductions for sales, income, value added, duties and other government-imposed taxes. The Client shall be responsible
for all such obligations.

4.3 Payments shall be transmitted by the Client as follows:
(Insert instructions for the method of payment.)

ARTICLE 5 INSTRUMENTS OF SERVICE
5.1 Drawings, Specifications and other documents, including those in electronic form, prepared by the Consultant are
Instruments of Service for use solely with respect to this Project. The Consultant shall be deemed the author and owner
of such Instruments of Service and shall retain all rights accorded under applicable law, including copyrights under the
Berne Convention. Upon execution of this Agreement, the Consultant grants to the Client a nonexclusive license to
reproduce the Consultant's Instruments of Service solely for use with this Project, provided that the Client shall comply
with all obligations, including prompt payment of all sums when due, under this Agreement. The Consultant shall have
the right to withhold the Instruments of Service in the event the Client fails to make payments in a timely manner.

ARTICLE 6 DISPUTE RESOLUTION
6.1 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 arbitration. The Client and Consultant shall share mediation costs equally. If
mediation fails to bring resolution, matters still in question shall be decided by arbitration in accordance with the rules
of United Nations Commission on International Trade Law (UNCITRAL). Mediation shall be held at the site,
arbitration shall be held in a neutral location and each shall be conducted in English. Agreements reached shall be
enforceable as settlement agreements in any court having jurisdiction thereof. Any arbitration award shall be governed
by the Convention on the Recognition and Enforcement of Foreign Arbitration Awards.
Init.
/
WARNING: This AIA

AIA


3

ARTICLE 7 TERMINATION
7.1 This Agreement may be terminated by either party upon not less than seven days written notice should the other
party fail substantially to perform its obligations in accordance with the terms of this Agreement. In the event of
termination not the fault of the Consultant, the Consultant shall be entitled to payment for services performed prior to
termination, together with reimbursable expenses then due.

8.1 This Agreement shall be governed by the law in the principal place of business of the Consultant and may be
amended only by mutual written agreement.

ARTICLE 9 OTHER TERMS AND CONDITIONS
(Insert a description of any other terms or conditions)


CLIENT (Signature) CONSULTANT (Signature)

Document B181
TM
1994 Instructions
Standard Form of Agreement Between Owner and Architect for Housing Services
AIA Document B181 1994. Copyright 1978 and 1994 by The American Institute of Architects. All rights reserved. WARNING: This AIA


Document, or

1

GENERAL INFORMATION

Purpose. AIA Document B1811994 is a standard form of agreement intended for construction projects where the
owner assumes responsibility for providing cost-estimating services. Primarily designed for use on publicly-funded,
single- and multi-family housing projects, B1811994 contains terms and conditions that are unique to these types of
projects and the working relationships that enable their completion.

Conditions of the Contract for Construction, which it incorporates by reference. It can also be used with Architect-
Consultant agreements such as C1411997, C1421997 or C7271992.

is mandatory under the terms of this agreement and binding in most states and under the Federal Arbitration Act. In a
minority of states, arbitration provisions relating to future disputes are not enforceable but the parties may agree to
arbitrate after the dispute arises. Even in those states, under certain circumstances (for example, in a transaction
involving interstate commerce), arbitration provisions may be enforceable under the Federal Arbitration Act.


must be taken to achieve consistency of language and intent. Certain owners require the use of Owner-Architect
agreements and other contract forms that they prepare. Such forms should be carefully compared to the standard AIA
forms for which they are being substituted before execution of an agreement. If there are any significant omissions,
additions or variances from the terms of the related standard AIA forms, both legal and insurance counsel should be
consulted. Of particular concern is the need for consistency between the Owner-Architect Agreement and the anticipated
General Conditions of the Contract for Construction in the delineation of the Architects Construction Phase services
and responsibilities.

a part or the whole of professional services based on oral agreements or understandings. The standard AIA agreement
forms have been developed through more than eighty years of experience and have been tested repeatedly in the courts.
In addition, the standard forms have been carefully coordinated with other AIA documents.



AIA.


copyright@aia.org.



Document, or


Format Changes
Former Article 1, Architects Services and Responsibilities, has been subdivided into three new articles. All provisions
relating to payments to the Architect have been consolidated and moved to the end of the document.

Changes in Content
Because the last edition of AIA Document B181 was published in 1978, extensive content revisions have been
implemented to parallel those appearing in the 1987 editions of AIA Documents B1411997 and A2011997.
Substantive changes from the previous edition are described below.

Article 1: Architects Services
The four phases of Basic Services now appear in Article 2, and descriptions of Additional Services appear in Article 3.
The provisions relating to Time have been expanded to include submission (upon the Owners request) of a schedule for
the performance of architectural services.

Article 2: Scope of Architects Basic Services
Design Phase criteria have expanded to include review of the Owners program and determination of corresponding
project requirements. Preliminary evaluation of the Owners program, schedule and construction budgettogether with
limited responsibility for correlation of thesehas been added as a Basic Service.

In comparison to the 1978 edition, B1811994 further qualifies the Architects Certifications for Payment as not indicating
that the Architect has undertaken a review of construction means or methods, or of the Subcontractors requisitions.

Article 4: The Owners Responsibilities
A provision has been added in this edition concerning the Owners responsibilities for Project budget, cost contingencies
and financial disclosure. The Owners designation of a Project Representative is also new in this edition, as are
provisions relating to testing for specific environmental hazards. The Owners responsibility for furnishing the services
of other consultants (beyond legal, accounting and insurance) is now clearly established, as is the requirement that
proposed certification language be submitted to the architect for review and approval (with a 14-day allowance for said
review).

Article 5: Construction Cost
For the first time in B1811994, criteria relating to fixed limits on Construction Cost, Project budget, contingencies and
the Architects modification of the Contract Documents (as a means of addressing the above) are covered in some detail.
Provisions for Payments to the Architect have been moved to Article 10.

Article 7: Resolution of Claims, Disputes or Other Matters
Dispute Resolution procedures have been expanded to include Mediation.

Article 8: Suspension, Termination and Abandonment
Formerly titled Termination of Agreement, this article now includes additional procedures and criteria for determining
and addressing suspension and abandonment of the Project. Termination provisions have been clarified through
inclusion of more specific methodologies.

Though formerly governed by the law of the principal place of the Architects business, the B1811994 agreement is
now governed by the law of the principal place of the Project. The 1994 edition also provides for the inclusion of Project
descriptions and representations in the Architects promotional and professional materials. Another provision stipulates
that the Architect is not responsible for discovery, removal or disposal of toxic or hazardous substances encountered at
the site.

Prerequisites and procedures for withholding payment have been expanded and clarified, while those centering on
compensation in the event of suspension or abandonment have been moved to Article 8.

Articles 11 and 12: Basis of Compensation, Other Conditions or Services
The terms and conditions contained in these articles have been revised in conformance with the 1987 editions of B141
and A201.

2


Document, or

COMPLETING THE B1812004

Modifications



permits.


AIAs copyright.

Cover Page
Date: The date represents the date the Agreement becomes effective. It may be the date that an original oral agreement
was reached, the date the Agreement was originally submitted to the Owner, the date authorizing action was taken or the

which the Agreement is to be executed, including a designation of the legal status of both parties (sole proprietorship,
partnership, joint venture, unincorporated association, limited partnership or corporation [general, close or
professional], etc.). Where appropriate, a copy of the resolution authorizing the individual to act on behalf of the firm
or entity should be attached.



CompensationMultiple of Direct Personnel Expense: Compensation for services rendered by Principals, employees
and professional consultants shall be based on a Multiple of Direct Personnel Expense in the same manner as described
in Section 11.3.2.

CompensationProfessional Fee Plus Expenses: Compensation shall be a Fixed Fee of ________ Dollars ($______)
plus compensation for services rendered by Principals, employees and professional consultants, in the same manner as
described in Section 11.3.2.

CompensationStipulated Sum: Compensation shall be a stipulated sum of ________ Dollars ($______).

CompensationPercentage of Construction Cost: Compensation shall be based on one of the following Percentages of
Construction Cost, as defined in Article 5:

3


Document, or

Separate cost-plus construction contracts: ________ percent (___%).

total payment payable for each separate phase of service. These percentages may vary with each Project and do not


11.3.1 Insert the basis of compensation for Project Representation Beyond Basic Services.

11.3.2 Compensation for services rendered by principals and employees shall be based on a Multiple of ________ (__)
times the Direct Personnel Expense defined as follows: Direct Personnel Expense is defined as the direct salaries of the
Architects personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions
and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave,
holidays, vacations, pensions and similar contributions and benefits.

Principals are: (List principals.)

supervisory personnel include: (List those personnel by name or job title, such as Project Architect.)

Technical Level I personnel include: (List those personnel by name or job title, such as Senior Designer.)

Technical Level II personnel include: (List those personnel by name or job title, such as Junior Designer.)

5. Technical Level III and clerical time at the fixed rate of ________ Dollars ($______) per hour. For the purposes of
this Agreement, Technical Level III and clerical personnel include: (List those personnel by name or job title, such as
Word Processor.)

If a multiple of Direct Personnel Expense is used, insert: Principals, employees and professional consultants time at a
multiple of ________ (__) times their Direct Personnel Expense defined as follows: Direct Personnel Expense is defined as
the direct salaries of the Architects personnel engaged on the Project and the portion of the cost of their mandatory and
customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits,
insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits.

If a multiple of direct salaries is used, the term "Direct Salaries" should be substituted for Direct Personnel Expense above.

11.3.3 Insert the multiple to be used in determining the cost to the Architect of Additional Services of consultants as

11.4.1 Insert the multiple to be used in determining the amount due the Architect, Architects employees or
consultants for Reimbursable Expenses as described in Section 10.2 or Article 12.

basis as for Additional Services.

11.5.2 Insert payment terms expressed in calendar days, and the percentage rate and basis (monthly, annual) of interest
charges.

Article 12: Other Conditions or Services
Insert provisions, if any, on additional phases of services, Additional Services, special compensation arrangements,
other consultants, the choice of project delivery method or any other conditions specific to this Agreement.

4
Document B181
TM
1994
Standard Form of Agreement Between Owner and Architect for Housing Services


Document, or

1

legal consequences.
in the year

BETWEEN the Owner:
(Name and address)

and the Architect:
(Name and address)

(Include detailed description of Project location, address and scope.)

The Owner and the Architect agree as set forth below.


Document, or

2

ARTICLE 1 ARCHITECT'S RESPONSIBILITIES
1.1 ARCHITECT'S SERVICES
1.1.1 The Architect's services consist of those services performed by the Architect, Architect's employees and
Architect's consultants as enumerated in Articles 2 and 3 of this Agreement and any other services included in Article 12.

1.1.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and
the orderly progress of the Work. Upon request of the Owner, the Architect shall submit for the Owner's approval a
schedule for the performance of the Architect's services that may be adjusted as the Project proceeds, and that shall
include allowances for periods of time required for the Owner's review and for approval of submissions by authorities
having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except
for reasonable cause, be exceeded by the Architect or Owner.


ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES
2.1 DEFINITION
2.1.1 The Architect's Basic Services consist of those described in Sections 2.2 through 2.6 and any other services identified
in Article 12 as part of Basic Services, and include normal civil, structural, mechanical and electrical engineering services.

2.2 DESIGN PHASE
2.2.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and
shall arrive at a mutual understanding of such requirements with the Owner.

2.2.2 The Architect shall provide a preliminary evaluation of the Owner's program, schedule and construction budget
requirements, each in terms of the other, subject to the limitations set forth in Section 5.2.2.

2.2.3 The Architect shall review with the Owner alternative approaches to design and construction of the Project.

2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Architect shall
prepare, for approval by the Owner, Design Documents consisting of drawings and other documents appropriate for the
Project.

2.3 CONSTRUCTION DOCUMENTS PHASE
2.3.1 Based on the approved Design Documents and any further adjustments in the scope or quality of the Project or in
the construction budget authorized by the Owner, the Architect shall prepare, for approval by the Owner, Construction
Documents consisting of Drawings and Specifications setting forth in detail the requirements for construction of the
Project.

2.3.2 The Architect shall assist the Owner in the preparation of the necessary bidding information, bidding forms, the
Conditions of the Contract, and the form of Agreement between the Owner and Contractor.

2.3.3 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.

2.4 BIDDING OR NEGOTIATION PHASE
2.4.1 Following the Owner's approval of the Construction Documents, the Architect shall assist the Owner in obtaining
bids or negotiated proposals and assist in awarding contracts for construction.

2.5 CONSTRUCTION PHASE ADMINISTRATION OF THE CONSTRUCTION CONTRACT
2.5.1 The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement
commences with the award of the Contract for Construction and terminates at the earlier of the issuance to \the Owner
of the final Certificate for Payment or 60 days after the date of Substantial Completion of the Work.

2.5.2 The Architect shall provide administration of the Contract for Construction as set forth below and in the edition
of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement,
unless otherwise provided in this Agreement.



Document, or

3

2.5.3 Duties, responsibilities and limitations of authority of the Architect shall not be restricted, modified or extended
without written agreement of the Owner and the Architect, with the consent of the Contractor; which consent shall not
be unreasonably withheld.

2.5.4 The Architect shall be a representative of and shall advise and consult with the Owner (1) during construction
until final payment to the Contractor is due; and (2) as an Additional Service at the Owner's direction from time to
time during the correction period described in the Contract for Construction. The Architect shall have authority to act
on behalf of the Owner only to the extent provided in this Agreement unless otherwise modified by written instrument.
Instructions to the Contractor shall be forwarded through the Architect.

2.5.5 The Architect shall visit the site at intervals appropriate to the stage of construction (or as otherwise agreed by
the Architect in writing) to become generally familiar with the progress and quality of the Work and to determine in
general if the Work when 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 on-site observations as an architect, the Architect shall keep the Owner informed of the progress and
quality of the Work, and shall endeavor to guard the Owner against defects and deficiencies in the Work. (More
extensive site representation may be agreed to as an Additional Service, as described in Section 3.2.)

2.5.6 The Architect shall not have control over, charge of, or responsibility for construction means, methods,
techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these
are solely the Contractor's responsibility under the Contract for Construction. The Architect shall not be responsible
for the Contractor's schedules or failure to carry out the Work in accordance with the Contract Documents. The
Architect shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or
employees, or any other persons performing any of the Work.

2.5.7 The Architect shall at all times have access to the Work, wherever it is in preparation or progress.

2.5.8 Based on the Architect's observations and evaluations of the Contractor's Applications for Payment, the
Architect shall review and certify the amounts due the Contractor.

2.5.9 The Architect's certification for payment shall constitute a representation to the Owner that the Work has
progressed to the point indicated, and that to the best of the Architect's knowledge, information and belief, the quality
of the Work is in accordance with the Contract Documents. Such certification shall be based on the Architect's
observations at the site as provided in Section 2.5.5 and on the data comprising the Contractor's Application for
Payment. The foregoing representations are subject to an evaluation of the Work for conformance to the Contract
Documents upon Substantial Completion, to results of subsequent tests and inspections, to minor deviations from the
Contract Documents correctable prior to completion and to any specific qualifications expressed by the Architect. The
issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to payment
in the amount certified. However, 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 material 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 paid on
account of the Contract Sum.

2.5.10 The Architect shall have authority to reject Work that does not conform to the Contract Documents. Whenever
the Architect considers it necessary or advisable for implementation of the intent of the Contract Documents, the
Architect will have authority to require additional inspection or testing of the Work in accordance with the provisions of
the Contract Documents, whether or not such 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, material and equipment suppliers, their
agents or employees, or other persons performing portions of the Work.

2.5.11 The Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as
information given and the design concept expressed in the Contract Documents. The Architect's actions shall be taken
with reasonable promptness so as to cause no delay in the Work or in the construction of the Owner or of separate
contractors, while allowing sufficient time (in the Architect's professional judgment) to permit adequate review. The
Architect's approval of a specific item shall not indicate approval of an assembly of which that item is a component.


Document, or

4

2.5.12 The Architect shall prepare Change Orders for the Owner's approval and execution, and shall have authority to
order minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time.

2.5.13 The Architect shall conduct inspections to determine the date of Substantial Completion and the data of final
completion, and shall issue a final Certificate for Payment.

2.5.14 The Architect shall interpret and decide matters concerning performance of the Owner and Contractor under the
requirements of the Contract Documents on written request of either the Owner or Contractor. The Architect's
response to such requests shall be made with reasonable promptness and within any time limits agreed upon.

2.5.15 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
initial 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 in such
capacity.

3.1 Additional Services shall be provided if authorized or confirmed in writing by the Owner or if included in Article
10, and shall be paid for by the Owner as provided in this Agreement.

3.2 If the Owner and the Architect agree that more extensive representation at the site than is described in Section
2.5.5 shall be provided, such additional project representation shall be provided and paid for as set forth in Article 12.

ARTICLE 4 THE OWNER'S RESPONSIBILITIES
4.1 The Owner shall provide full information, including a program setting forth the Owner's design objectives,
constraints and criteria. The Owner shall establish and update an overall budget for the Project, including the
Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. If requested by the
Architect, the Owner shall furnish evidence that financial arrangements have been made to fulfill the Owner's
obligations under this Agreement.

Owner or such authorized representative shall render decisions pertaining to documents submitted by the Architect in a
timely manner, so as to avoid unreasonable delay in the orderly and sequential progress of the Architect's services.

4.3 The Owner shall furnish a legal description and a certified land survey of the site, and the services of geotechnical
engineers or other consultants when such services are deemed necessary by the Architect. Such services may include
but are not limited to topographic surveys, test borings, test pits, determinations of soil bearing values, percolation tests,
evaluations of hazardous materials, ground corrosion and resistivity tests, including necessary operations for
anticipating subsoil conditions. The services of geotechnical engineer(s) or other consultants shall include preparation
and submission of all appropriate reports and professional recommendations.

materials, and other laboratory and environmental tests, inspections and reports as required by law or the Contract
Documents.

4.5 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time
for the Project, including auditing services the Owner may require to verify the Contractor's Applications for Payment
or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owner. The
Owner shall furnish the services of other consultants when such services are reasonably required by the scope of the
Project and are requested by the Architect.

4.6 The Owner, unless otherwise provided in Article 12, shall furnish all legal, accounting, planning, estimating and
other services and expenses required to prepare, present and process any application for governmental or private
financing, mortgage insurance or subsidy.

4.7 The Owner, unless otherwise provided in Article 12, shall furnish the services of a cost consultant or cost estimator
to provide all construction cost data, preliminary estimates of Construction Cost or other cost estimates as the
Architect's work progresses.



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4.8 The services, information, surveys and reports required by Sections 4.3 through 4.7, inclusive, shall be furnished at
the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof.

4.9 Prompt written notice shall be given by the Owner to the Architect if the Owner becomes aware of any fault or
defect in the Project or nonconformance with the Contract Documents.

4.10 The proposed language of certificates or certifications requested of the Architect or Architect's consultants shall
be submitted to the Architect for review and approval at least 14 days prior to execution. The Owner shall not request
certifications that would require knowledge or services beyond the scope of this Agreement.

5.1 DEFINITION
5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project
designed or specified by the Architect.

5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the
Owner and any equipment which has been designed, specified, selected or specially provided for by the Architect, plus
a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for contingencies
shall be included for market conditions at the time of bidding and for changes in the Work during construction.

5.1.3 Construction Cost does not include the compensation of the Architect and the Architect's consultants, the cost of
the land, rights-of-way, financing or other costs that are the responsibility of the Owner as provided in Article 4.

5.2.1 It is recognized that neither the Architect nor the Owner has control over the cost of labor, materials or
equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating
conditions. Accordingly, the Architect can not and does not warrant or represent that bids or negotiated prices will not
vary from the Owner's Project budget or from any preliminary estimate of Construction Cost or other cost estimate or
evaluation. Any Project budget shall be adjusted to reflect changes in the general level of prices in the construction
industry between the date of submission of the Construction Documents to the Owner and the date on which bids or
negotiated proposals are sought.

5.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement by the furnishing,
proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the
parties hereto. If such a fixed limit has been established, the Architect shall be permitted to include contingencies for
design, bidding and price escalation; to determine what materials, equipment, component systems and types of
construction are to be included in the Contract Documents; to make reasonable adjustments in the scope of the Project;
and to include in the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits,
if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for
Construction.

5.2.3 If the Project budget or fixed limit of Construction Cost is exceeded by the lowest bona fide bid or negotiated
proposal, the Owner shall:
.1 give written approval of an increase in the Project budget or the fixed limit;
.2 authorize rebidding or renegotiating the Project within a reasonable time;
.3 if the Project is abandoned, terminate in accordance with Section 8.2; or
.4 cooperate in revising the Project scope and quality as required to reduce the Construction Cost.

5.2.4 If the Owner chooses to proceed under Section 5.2.3.4, the Architect shall endeavor to comply with the Project
budget or the fixed limit of Construction Cost by making modifications to the Contract Documents. The making of
such modifications shall be the limit of the Architect's responsibility arising out of the establishment of a Project budget
or a fixed limit of Construction Cost. If a fixed limit has been established as a Condition of this Agreement, the
Architect shall not obtain an increase in compensation for making such modifications unless the fixed limit has been
exceeded due to inaccurate cost estimating by the Owner's consultant. If no fixed limit has been established, the
Architect shall receive an increase in compensation for making such modifications. The Architect shall be entitled to
compensation in accordance with this Agreement for all services performed, whether or not the Construction Phase is
commenced.



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ARTICLE 6 USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS
6.1 The Drawings, Specifications and other documents prepared by the Architect for this Project are instruments of the
Architect's service for use solely with respect to this Project, and unless otherwise provided, the Architect shall be
deemed the author of these documents and shall retain all common law, statutory and other reserved rights, including
the copyright. The Owner shall be permitted to retain copies, including reproducible copies, of the Architect's
Drawings, Specifications and other documents for information and reference in connection with the Owner's use and
occupancy of the Project. The Architect's Drawings, Specifications or other documents shall not be used by the Owner
or others on other projects, for additions to this Project, or for completion of this Project by others unless the Architect
is adjudged to be in default under this Agreement, except by agreement in writing and with appropriate compensation to
the Architect.

6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in

ARTICLE 7 RESOLUTION OF CLAIMS, DISPUTES OR OTHER MATTERS
7.1 ARBITRATION
7.1.1 Claims, disputes or other matters in question between the parties to this Agreement, arising out of or relating to
this Agreement or the breach thereof, shall be subject to and decided by arbitration in accordance with the Construction
Industry Arbitration Rules of the American Arbitration Association currently in effect, unless the parties mutually agree
otherwise. Demand for arbitration shall be filed in writing with the other party to this Agreement and with the
American Arbitration Association. A demand for arbitration shall be made within a reasonable time after the claim,
dispute or other matter in question has arisen.

7.1.2 No arbitration arising out of or relating to this Agreement shall include, by consolidation, joinder or in any other
reference to this Agreement signed by the Owner, Architect, and any other person or entity sought to be joined.
therein. This agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented
to by the parties to this Agreement shall be specifically enforceable in accordance with applicable law in any court
having jurisdiction thereof.

7.1.3 In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings
based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations.


7.2 MEDIATION
7.2.1 In addition to and prior to arbitration, the parties shall endeavor to settle claims, disputes or other matters in
question by mediation in accordance with the Construction Industry Mediation Rules of the American Arbitration
Association currently in effect, unless the parties mutually agree otherwise. Demand for mediation shall be filed in
writing with the other party to this Agreement and with the American Arbitration Association. A demand for mediation
shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall
the demand for mediation be made after the date when institution of legal or equitable proceedings based on such claim,
dispute or other matter in question would be barred by the applicable statute of limitations.

ARTICLE 8 SUSPENSION, TERMINATION OR ABANDONMENT
8.1 This Agreement may be terminated by either party upon not less than seven days' written notice, should the other
party substantially fail to perform in accordance with the terms of this Agreement through no fault of the party initiating
the termination.

8.2 This Agreement may be terminated by the Owner upon not less than seven days' written notice to the Architect in
the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for more than 90

be equitably adjusted to provide for expenses incurred in the interruption and resumption of the Architect's services.


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8.7.

directly attributable to termination for which the Architect is not otherwise compensated, plus an amount computed as a
percentage of the total compensation for Basic and Additional Services earned to the time of termination, as follows:
.1 20 percent if termination occurs during the Design Phase; or
.2 10 percent if termination occurs during the Construction Documents Phase; or
.3 5 percent if termination occurs during any subsequent phase.

9.1 Unless otherwise provided, this Agreement shall be governed by the law of the place of the Project.

9.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201, General Conditions of the
Contract for Construction, current as of the date of this Agreement.

Completion for acts or failures to act occurring prior to Substantial Completion, or the date of issuance of the final
Certificate for Payment for acts or failures to act occurring after Substantial Completion.

9.4 The Owner and Architect waive all rights against each other and against the contractors, consultants, agents and
employees of the other for damages, but only to the extent covered by property insurance during construction, except
such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201,
General Conditions of the Contract for Construction, current as of the date of this Agreement. The Owner and Architect
each shall require similar waivers from their contractors, consultants and agents.




9.8 Unless otherwise provided in this Agreement, the Architect and Architect's consultants shall have no responsibility
for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials in any form
at the Project site, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or other
toxic substances.

the exterior and interior, among the Architect's promotional and professional materials. 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 on the construction sign and in the promotional materials for the Project.


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10.1.1 An initial payment set forth in Section 11.1 is the minimum payment under this Agreement.

services performed within each phase of service on the basis set forth in Section 11.2.2.

shall be computed in the manner set forth in Section 11.3.

10.1.4 When compensation is based on a percentage of Construction Cost, and any portions of the Project are deleted
or otherwise not constructed, to the extent services are performed on those portions, compensation for those portions of
the Project shall be payable in accordance with the schedule set forth in Section 11.2.2, based on (1) the lowest bona
fide bid or negotiated proposal; or (2) if no such bid or proposal is received, the most recent preliminary estimate of
Construction Cost or other cost estimate as described in Section 4.7 for such portions of the Project.

10.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include actual
expenditures made by the Architect in the interest of the Project for:
.1 transportation and living expenses in connection with out-of-town travel as authorized by the Owner;
.2 long-distance communications;
.3 fees paid for securing approvals of authorities having jurisdiction over the Project;
.4 expense of reproductions, postage and handling of Drawings and Specifications and other documents;
.5 expense of renderings, models and mock-ups requested by the Owner;
.6 if authorized in advance by the Owner, expense of overtime work requiring higher than regular rates; and
.7 expense of any additional insurance coverage or limits, including professional liability insurance,
requested by the Owner in excess of that normally carried by the Architect and the Architect's consultants.

10.3 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES

other sums withheld from payments to contractors, or on account of the cost of changes in the work other than those for
which the Architect has been found to be liable.


11.1 AN INITIAL PAYMENT of dollars ($ ) shall be
made upon execution of this Agreement and credited to the Owner's account at final payment.

11.2.1 FOR BASIC SERVICES, as described in Article 2 and any other services included in Article 12 as part of Basic
Services, Basic Compensation shall be computed as follows:
(Here Insert basis of compensation, including stipulated sums, multiples or percentages, and identify phases to which



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11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost, progress payments for
Basic Services in each phase shall total the following percentages of the total Basic Compensation payable:

Design Phase: percent ( %)

Total Basic Compensation one hundred percent ( 100.00% )

11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Section 3.2,
compensation shall be computed as follows:
(Insert basis of compensation, including stipulated sums, multiples or percentages.)

11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 3 and 12 , other than (1)
Additional Project Representation as described in Section 3.2; and (2) services included in Article 12 as part of Basic
Services, but excluding services of consultants, compensation shall be computed as follows:
(Insert basis of compensation, including rates and/or multiples of Direct Personnel Expense for principals and
employees, and identify principals and classify employees, if required. Identify specific services to which particular

11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical
engineering services and those provided under Section 3.1 or identified in Article 12 as part of Additional Services, a
multiple of ( ) times the amounts billed to the Architect for such services.

11.4.1 FOR REIMBURSABLE EXPENSES, as described in Section 10.2, and any other items included in Article 12
as Reimbursable Expenses, a multiple of ( ) times the expenses incurred by the
Architect, the Architect's employees and consultants in the interest of the Project.

that time shall be compensated as provided in Section 11.3.



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11.5.2 Payments are due and payable ( ) days from the date 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.

and other regulations at the Owner's and Architect's places of business, the location of the Project and elsewhere may
affect the validity of this provision. Specific legal advice should be obtained with respect to deletion, or modification,
and also regarding requirements such as written disclosures or waivers.)


(Insert descriptions of other services, identify Additional Services included within Basic Compensation and


OWNER ARCHITECT



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For l|m|reo /rcn|recrura| $erv|ces lor lous|ng Proecrs

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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. Purchasers are

CENERAL |NF0RHAT|0N
Purpose. AIA Document B1881996 is intended for use in situations where the Architect will provide limited architectural
services in connection with a housing project. This document anticipates that the Owner will have extensive control over the
management of the project, acting in a capacity similar to that of a developer or speculative builder of a housing project. As
a result, the Owner or separate consultants retained by the Owner likely will provide the engineering services, specify the
brand names of materials and equipment, and administer payments to the contractors, among other project responsibilities.
If the Owner wishes the Architect to assume more extensive project responsibilities, the Owner and Architect should, after
consulting with legal and insurance counsels, modify this document appropriately for their particular circumstances or
should consider using other AIA Owner-Architect agreements.

Related Documents. This document does not coordinate with or relate to any published AIA standard form
construction contract or general conditions of the contract for construction, and may be used by itself.

may be mandatory under the terms of this agreement. Arbitration is binding in most states and under the Federal Arbitration
Act. In a minority of states, arbitration provisions relating to future disputes are not enforceable but the parties may agree to
arbitrate after the dispute arises. Even in those states, under certain circumstances (for example, in a transaction involving
interstate commerce), arbitration provisions may be enforceable under the Federal Arbitration Act.

The AIA does not administer dispute resolution processes. To submit disputes to mediation or arbitration or to obtain copies
of the applicable mediation or arbitration rules, write to the American Arbitration Association or call (800) 778-7879.
The American Arbitration Association may also be contacted at http://www.adr.org.

be taken to achieve consistency of language and intent among documents.

a part or the whole of professional services based on an oral agreement or understanding. The standard AIA agreement
forms have been developed through more than 80 years of experience and have been tested repeatedly in the courts.



The AIA hereby grants the purchaser a limited license to reproduce a maximum of ten copies of a completed B1881996,
but only for use in connection with a particular project. The AIA will not permit reproduction outside of the limited license


copyright@aia.org.

60HPLET|NC ThE 006UHENT

Modifications

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permits.


AIA Contract Documents may not be retyped or electronically scanned. Retyping can introduce typographic errors and cloud
legal interpretation given to a standard clause. Furthermore, retyping and electronic scanning are not permitted under the
user's limited license for use of the document, constitute the creation of a derivative work and violate the AIA's copyright.

Cover Page
Date: The date represents the date the Agreement becomes effective. It may be the date that an original oral agreement was
reached, the date the Agreement was originally submitted to the Owner, the date authorizing action was taken or the date of
actual execution. Professional services should not be performed prior to the effective date of the Agreement.

Parties: Parties to this Agreement should be identified using the full address and legal name under which the Agreement is
to be executed, including a designation of the legal status of both parties (sole proprietorship, partnership, joint venture,
unincorporated association, limited partnership or corporation [general, closed or professional], etc.). Where appropriate, a
copy of the resolution authorizing the individual to act on behalf of the firm or entity should be attached.

Project: The proposed Project should be described in sufficient detail to identify: (1) the official name or title of the
facility; (2) the location of the site; (3) the proposed building type and usage; and (4) the size, capacity or scope of the
Project.

Article 2 Scope of Architects Basic Services
These Instructions contain model provisions for purchasers to consider when delineating the Architects services in this
Agreement for a particular housing project. Purchasers also may wish to consider other model provisions for inclusion in
this document by consulting the current edition of AIA Document B511.

2.2.4 If the Project includes the adaptive reuse of an existing building, the user may wish to consider the following
model provision:

2.2.4.1 The Architect shall provide the Owner with a measured survey of the existing facilities which shall consist of
researching, assembling, reviewing and supplementing information for the Project involving alterations and additions to
existing facilities or determining new space usage in conjunction with the Owners program and may include
photography, field measurements, review of existing data, analysis of existing structural, mechanical and electrical
capabilities, review of existing drawings for critical inaccuracies, and the development of required measured drawings.

2.3.2 Sample provisions are provided below for describing the Architects site analysis services.

2.3.2.1 The Architect shall provide the following:
.1 site analysis services consisting of on-site observations, review of material provided by the Owner,
traffic circulation studies, parking studies, review of topography and soils report, review of zoning and
other legal requirements, overall site evaluation, and neighborhood compatibility studies;
.2 planning services consisting of preparation and comparative evaluation of conceptual site development
designs based on land utilization, structures placement, facilities development, development phasing,
movement systems, circulation and parking, utilities systems, surface and subsurface conditions,
ecological requirements, deeds, zoning and other legal restrictions, and landscape concepts and forms;
.3 conceptual diagrams consisting of diagrammatic studies and pertinent descriptive text for conversion of
programmed requirements to unit layouts;
.4 a diagrammatic study illustrating the reconfiguration of the building interior layout based on the unit
program requirements;
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.5 entitlement/zoning processing assistance consisting of assistance in preparing applications, development
of supporting data, preparation of presentation materials, and attendance at public meetings and hearings;
.6 community relations assistance including preparation of presentation materials and attendance at
community meetings.

2.4.4 Sample provisions appear below which further define the Architects Schematic Design Phase services.

2.4.4.1 The Architect shall prepare schematic plans, elevations and sections for the Owners review and approval and
shall make revisions to the plans, elevations and sections to comply with the Owners recommendations and
suggestions.

2.4.4.2 The Architect shall discuss with the Owner the establishment of basic material and product criteria guidelines
which may affect the design.

2.4.4.3 The Architect shall participate in conferences as described in Article 12 at the Architects office, for the
purpose of reviewing the Architects design with the Owner, and shall participate in consultations with the Owners
other consultants.

2.4.4.4 The Architect shall obtain the Owners approval of the Schematic Design Documents prior to proceeding with
Design Development Phase services.

2.5.3 Sample provisions appear below which further define the Architects Design Development Phase services.

2.5.3.1 The Architect shall prepare plans, elevations and sections in coordination with structural framing, HVAC and
plumbing studies, and outline specifications for the Owners consultants review and the Owners approval.

2.5.3.2 The Architect shall assist the Owner in the preparation of preliminary product criteria establishing material
and construction standards.

2.5.3.3 The Architect shall obtain the Owners approval of the Design Development Documents prior to proceeding
with Construction Documents Phase services.

2.6.4 Insert provisions for other Construction Documents Phase services, if any.

2.7.6 Sample language is provided below if the Architect is to visit the site for a housing Project using conventional
wood or metal framing.

2.7.6.1 The Architect shall visit the site during the structural framing activity, at the completion of interior wall finish
installation, and during the application of interior finishes.

Article 11 Basis of Compensation


Compensation--Multiple of Direct Personnel Expense:
Compensation for services rendered by Principals, employees and professional consultants shall be based on a Multiple
of Direct Personnel Expense in the same manner as described in Section 11.3.1.

Compensation--Professional Fee Plus Expenses:
Compensation shall be a Fixed Fee of ________ Dollars ($______) plus compensation for services rendered by Principals,
employees and professional consultants, in the same manner as described in Section 11.3.1.

Compensation--Stipulated Sum:

Compensation--Percentage of Construction Cost:
Compensation shall be based on one of the following Percentages of Construction Cost, as defined in Article 5:
Separate cost-plus construction contracts: ________ percent (___%)

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total payment payable for each separate phase of services. These percentages may vary with each Project and do not


11.3.1 Sample language is provided below:
the Direct Personnel Expense defined as follows: Direct Personnel Expense is defined as the direct salaries of the
Architects personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions
and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave,
holidays, vacations, pensions and similar contributions and benefits.

1. Principals time at the fixed rate of ________ Dollars ($______) per hour.
For the purposes of this Agreement, the Principals are: (List Principals.)

2. Supervisory time at the fixed rate of ________ Dollars ($______) per hour.
For the purposes of this Agreement, supervisory personnel include: (List those personnel by name or job title, such as
Project Architect.)

3. Technical Level I time at the fixed rate of ________ Dollars ($______) per hour.
For the purposes of this Agreement, Technical Level I personnel include: (List those personnel by name or job title,
such as Senior Designer.)

4. Technical Level II time at the fixed rate of ________ Dollars ($______) per hour.
For the purposes of this Agreement, Technical Level II personnel include: (List those personnel by name or job title,
such as Junior Designer.)

5. Technical Level III time at the fixed rate of ________ Dollars ($______) per hour.
For the purposes of this Agreement, Technical Level III and clerical personnel include: (List those personnel by name
or job title, such as Word Processor.)
If a multiple of Direct Personnel Expense is used, insert:

"Principals, employees and professional consultants time at a multiple of ________ (__) times their Direct Personnel
Expense defined as follows: Direct Personnel Expense is defined as the direct salaries of the Architects personnel
engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related
thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations,
pensions, and similar contributions and benefits."

If a multiple of direct salaries is used, the term "Direct Salaries" should be substituted for Direct Personnel Expense
above.

11.3.2 Insert the multiple to be used to determine the cost to the Architect of Additional Services of consultants as

11.4 Insert the basis of compensation for the reuse of the Architects instruments of service.

11.5.1 Insert the multiple to be used to determine the amount due the Architect, Architects employees or consultants
for Reimbursable Expenses as described in Section 10.2 or Article 12.

basis as for Additional Services.


Insert provisions, if any, on special compensation arrangements, consultants, choice of project delivery method, or other
conditions, such as specific insurance requirements or limitations of liability.


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0ocument 188
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3tandard Form of Agreement 8etween 0wner and Architect
For l|m|reo /rcn|recrura| $erv|ces lor lous|ng Proecrs

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1

legal consequences.
This document does not
coordinate with any published
AIA standard form construction
contract or general conditions of
the contract for construction.

in the year of

ETwEEN the Owner, as developer:
(Name and address)

and the Architect:
(Name and address)


The Owner and Architect agree as set forth below.

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ART|6LE 1 AR6h|TE6T'8 RE8P0N8||L|T|E8
1.1 The Architect's services consist of those services performed by the Architect, the Architect's employees and the
Architect's consultants as enumerated in Articles 2 and 3 of this Agreement and any other services included in Article 12.

1.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and
the orderly progress of the work. Upon request of the Owner, the Architect shall submit for the Owner's approval a
schedule for the performance of the Architect's services which may be adjusted as the Project proceeds, and which shall
include allowances for periods of time required for the Owner's review and for approval of submissions by authorities
having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except
for reasonable cause, be exceeded by the Architect or the Owner.

1.3 The services covered by this Agreement are subject to the time limitations contained in Section 11.6.1.

ART|6LE 2 860PE 0F AR6h|TE6T'8 A8|6 8ERV|6E8
2.1 0EF|N|T|0N
2.1.1 The Architect's Basic Services consist of those described in Sections 2.2 through 2.7 and any other services
identified in Article 12 as part of Basic Services, and do not include engineering and other consulting services unless
included in Article 12.

2.2 PRE-0E8|CN PhA8E
2.2.1 The Pre-Design Phase is the stage in which the Owner's program, the financial and time requirements, and the
scope of the Project are established.

2.2.2 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and
shall arrive at a mutual understanding of such requirements with the Owner. The program shall become the basis of the
Architect's services in all subsequent phases of the Project.

2.2.3 The Architect shall consult with the Owner to establish the following requirements for the Project: design
objectives, limitations, criteria and density; description of unit types, sizes and approximate requirements;
expandability; site requirements; and Project schedule.

2.2.4 The Architect shall provide other services as follows:
(If no other services are to be provided, write none" below.)


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2.3 8|TE ANALY8|8 PhA8E
2.3.1 The Site Analysis Phase is the stage in which site-related limitations are identified and requirements for the
Project are established.

2.3.2 The Architect shall provide the following services:
(If no services are to be provided, write "none" below.)


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2.4 86hEHAT|6 0E8|CN PhA8E
2.4.1 The Schematic Design Phase is the stage in which the general scope, conceptual design, and the scale and
relationship of the components of the Project are established.

2.4.2 Based on the program, schedule and construction budget requirements, the Architect shall prepare, for approval
by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and
relationship of Project components.

2.4.3 The Architect shall review with the Owner alternative approaches to design of the Project as described in Article 12.

(If no other services are to be provided, write "none" below.)


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2.5 0E8|CN 0EVEL0PHENT PhA8E
2.5.1 The Design Development Phase is the stage in which the size and character of the Project are further refined and
described.

2.5.2 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the
program, schedule or construction budget, the Architect shall prepare, for approval by the Owner, Design Development
Documents consisting of drawings and other documents to establish the size and architectural character of the Project.
The Architect shall coordinate the preparation of the architectural Design Development Documents with the drawings
and other instruments of service provided by the Owner's engineering consultants and other consultants as described in
Article 12.



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2. 60N8TRU6T|0N 006UHENT8 PhA8E
2..1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of
the Project or in the construction budget authorized by the Owner, the Architect shall prepare the architectural
Construction Documents. These documents shall be sufficient to obtain the approval of governmental authorities, or as
described in Article 12. The documents shall contain all data the Architect deems necessary to produce the intended
aesthetic effect of the Project. The Construction Documents shall delineate and describe locations, dimensions and types
of materials. The Architect shall coordinate the preparation of the architectural Construction Documents with the
drawings and other information provided by the Owner's consultants.

2..2 The Architect shall have no responsibility for the components of the Project designed by the Owner's consultants.
Review by the Architect of the Owner's consultants' drawings and other instruments of service is solely for consistency
with the Architect's design concept for the Project. The Architect assumes no responsibility for the Owner's selection of
any specific material or product, fabrication technique, or method of installation.

2..3 The Architect shall assist the Owner in connection with the Owner's responsibility for obtaining approval of
governmental authorities having jurisdiction over the Project. The Architect shall incorporate those architectural
changes required by governmental authorities into the Construction Documents.

2..4 The Architect shall provide other services as follows:


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2.7 60N8TRU6T|0N PhA8E - L|H|TE0 A0H|N|8TRAT|0N 0F 60N8TRU6T|0N
2.7.1 The Architect's Basic Services shall include only the Construction Phase services described below.

2.7.2 The Architect shall be available for consultation to answer inquiries regarding interpretation of the Construction
Documents.

2.7.3 The Architect shall visit the site with the Owner's representative during construction if provided in Section 2.7.6
to ascertain if the work is proceeding in accordance with the architectural Construction Documents for the Project.
During such visits, the Architect shall not be required to make exhaustive on-site inspections to check the quality or
quantity of the work.

2.7.4 The Architect shall have access to the work wherever it is in preparation or progress.

2.7.5 The Architect shall not have control over or charge of and shall not be responsible for construction means,
methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the work,
since these are solely the contractor's responsibility under the contract for construction. The Architect shall not be
responsible for the contractor's schedules or failure to carry out the work in accordance with the contract documents.
The Architect shall not have control over or charge of acts or omissions of the contractor, subcontractors, or their agents
or employees, or of any other persons performing portions of the work.

2.7. The Architect shall provide other services as follows:


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ART|6LE 3 A00|T|0NAL 8ERV|6E8
3.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 12, and
The services described under Section 3.3 shall only be provided if authorized or confirmed in writing by the Owner. If
the services described under Contingent Additional Services in Section 3.2 are required due to circumstances beyond
the Architect's control, the Architect shall notify the Owner prior to commencing such services. If the Owner deems that
such services described under Section 3.2 are not required, the Owner shall give prompt written notice to the Architect.
If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Architect
shall have no obligation to provide those services.

3.2 60NT|NCENT A00|T|0NAL 8ERV|6E8
3.2.1 Making revisions in drawings or other documents when such revisions are:
.1 inconsistent with approvals or instructions previously given by the Owner, including revisions made
necessary by adjustments in the Owner's program or Project budget;
.2 required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such
documents;
.3 due to changes required as a result of the Owner's failure to render decisions in a timely manner;
.4 due to discretionary decisions of building officials or inspectors inconsistent with prior approvals;
.5 due to the Project occurring in multiple construction phases, requiring additional submittals, revisions,
reprocessing or repackaging; or
. due to changes in the Project size, quality, or complexity in the Owner's schedule, or in the method of
bidding or negotiating and contracting for construction.

3.2.2 Providing consultation concerning replacement of work damaged by fire or other cause during construction, and
furnishing services required in connection with the replacement of such work.

3.2.3 Providing services made necessary by the default or termination of the contractor, by defects or deficiencies in
the work of the contractor, or by failure of performance of either the Owner or the contractor under the contract for
construction.

3.2.4 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where
the Architect is party thereto.

3.2.5 Preparing documents for alternate, separate or sequential bids or providing services in connection with bidding,
negotiation or construction prior to the completion of the Construction Documents Phase.

3.2. Providing services related to coordination with the Owner's consultants other than those identified in this
Agreement.

3.2.7 Providing services required due to a change in the Owner's representative or to the assignment of this Agreement
to another person or entity.

3.3 0PT|0NAL A00|T|0NAL 8ERV|6E8
3.3.1 Providing analyses of the Owner's needs and providing Project programming not included in Basic Services.

3.3.2 Providing community or demographic studies or comparative studies of prospective sites not included in Basic
Services.

3.3.3 Providing services to investigate existing conditions or facilities or to make measured drawings thereof not
included in Basic Services.


3.3.5 Providing coordination of construction performed by separate contractors or by the Owner's own forces and
coordination of services required in connection with construction performed and equipment supplied by the Owner.

3.3. Providing services in connection with the work of a construction manager.


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3.3.7 Providing estimates of Construction Cost.

3.3.8 Providing interior decorating and other similar services required for or in connection with the specific selection,
procurement or installation of interior finishes, furniture, furnishings and related equipment.

3.3.9 Preparing a set of record drawings showing changes in the work made during construction based on marked-up
prints, drawings and other data furnished by the contractor to the Architect.

3.3.10 Providing services after the date of substantial completion of the work.

3.3.11 Providing services of consultants other than those provided as part of Basic Services.

3.3.12 Providing colored renderings, models or other presentation materials not included in Basic Services.

3.3.13 Selecting or coordinating building exterior colors and preparing color boards.

3.3.14 Providing specifications describing the levels of quality and the standards to be met in the construction of the
Project.

3.3.15 Providing services related to the review and certification of the contractor's applications for payment.

3.3.1 Providing services related to the review of submittals such as shop drawings, product data and samples.

3.3.17 Conducting inspections to determine the date or dates of substantial completion and the date of final
completion.

3.3.18 Providing services related to the design of buildings requiring structural foundations other than spread footings.

3.3.19 Providing services related to the coordination of material color selections.

3.3.20 Preparing reverse plans such as floor and framing plans, elevations or other drawings required or requested by
the Owner or by the governmental authorities having jurisdiction over the Project, if not stated within the Scope of
Basic Services.

3.3.21 Providing services in evaluating claims submitted by the contractor or others in connection with the work.

3.3.22 Preparing drawings, specifications and other documentation and supporting data, evaluating contractor's
proposals, and providing other services in connection with change orders and construction change directives.

3.3.23 Providing services in connection with evaluating substitutions proposed by the contractor and making
subsequent revisions to drawings, specifications and other documentation resulting therefrom.

ART|6LE 4 0wNER'8 RE8P0N8||L|T|E8
4.1 The Owner shall provide full information regarding requirements for the Project, including a program which shall
set forth the Owner's design objectives, schedule, constraints and criteria, including space requirements and
relationships, flexibility, expandability, and site requirements.

4.2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost.

4.3 If requested by the Architect, the Owner shall furnish evidence that financial arrangements have been made to
fulfill the Owner's obligations under this Agreement.

Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted
by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services.

4.5 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the

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locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and

4. The Owner shall furnish the services of geotechnical engineers when such services are requested by the Architect.
Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation
tests, evaluations of hazardous materials, ground corrosion and resistivity tests, including necessary operations for
anticipating subsoil conditions, with reports and appropriate professional recommendations.

4.7 The Owner shall furnish the services of civil, structural, mechanical and electrical engineers and other consultants
when such services are reasonably required by the scope of the Project and are requested by the Architect. Engineering
services furnished by the Owner shall be performed, unless otherwise indicated, by licensed professionals who shall
affix their seals on the appropriate documents prepared by them. The contracts between the Owner and the Owner's
consultants shall require the Owner's consultants to coordinate their drawings and other instruments of service with
those of the Architect and to advise the Architect of any potential conflict. The Owner and the Owner's consultants shall
be responsible for satisfying the requirements of governmental authorities for their respective services. The Owner shall
indemnify and hold harmless the Architect, the Architect's consultants, and the agents and employees of any of them
from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of the
services performed by the Owner's consultants, so long as such claims, damages, losses and expenses are not caused by
the sole negligence or willful misconduct of the Architect.

materials, and other laboratory and environmental tests, inspections and reports required by law or the contract
documents.

4.9 The Owner shall select specific products and methods of application for mechanical equipment and fixtures,
electrical equipment and fixtures, and interior finishes, furnishings, fixtures and equipment unless governmental
authorities require that they be specified by the Architect.

4.10 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time
for the Project, including auditing services the Owner may require to verify the contractor's applications for payment or
to ascertain how or for what purposes the contractor has used the money paid by or on behalf of the Owner.

4.11 The Owner shall furnish full information regarding previously obtained entitlements.

4.12 The services, information, surveys and reports required by Sections 4.5 through 4.11 shall be furnished at the
Owner's expense. The Architect shall be entitled to rely on the technical sufficiency and timely delivery of the
documents and services furnished by the Owner's consultants, as well as the computations performed by those
consultants in connection with such documents and services, and shall not be required to review or verify those
computations or designs for compliance with applicable laws, statutes, ordinances, building codes, and rules and
regulations.

4.13 The Owner is responsible for filing documents and building permit applications for review and approval of
governmental authorities.

4.14 The Owner shall be responsible for interpreting the contract documents and observing the construction work to
discover, correct, or mitigate errors, inconsistencies or omissions.

4.15 Prompt written notice shall be given by the Owner to the Architect if the Owner becomes aware of any fault or
defect in the Project or nonconformance with the contract documents.

4.1 The proposed language of certificates or certifications requested of the Architect or the Architect's consultants
shall be submitted to the Architect for review and approval at least 14 days prior to execution. The Owner shall not
request certifications that would require knowledge or services beyond the scope of this Agreement.


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4.17 The Owner reserves the right to perform work related to the Project with the Owner's own forces, and to award
contracts in connection with the Project that are not part of the Architect's responsibilities under this Agreement. The
Architect shall notify the Owner if any such independent action will in any way interfere with the Architect's ability to
perform under this Agreement.

ART|6LE 5 60N8TRU6T|0N 608T
5.1 0EF|N|T|0N
5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project.

5.2 RE8P0N8||L|TY F0R 60N8TRU6T|0N 608T
5.2.1 The Architect's review of the Owner's Project budget and of preliminary estimates of Construction Cost or
detailed estimates of Construction Cost prepared by the Owner is solely for the Architect's guidance in the Architect's
preparation of the Construction Documents. Accordingly, the Architect cannot and does not warrant the accuracy of the
estimates of the Owner or warrant or represent that bids or negotiated prices will not vary from the Owner's Project
budget or from any estimate of Construction Cost or evaluation reviewed by the Architect.

5.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement.

ART|6LE U8E 0F AR6h|TE6T'8 |N8TRUHENT8 0F 8ERV|6E
.1 The drawings, other documents, electronic data and other materials prepared by the Architect for this Project are
instruments of the Architect's service for use solely with respect to this Project and, unless otherwise provided, the
Architect shall be deemed the author of these documents and shall retain all common law, statutory and other reserved
rights, including the copyright. The Owner shall be permitted to retain copies, including reproducible copies, of the
Architect's instruments of service for information and reference in connection with the Owner's use and occupancy of
the Project.

.2 The Owner may reuse all or part of the Architect's instruments of service, with or without design modifications, on
a subsequent project, and shall compensate the Architect as stipulated in Article 11. In addition, the Architect shall be
retained to provide all necessary planning, drawing alternatives, drawing compilation, coordination, permit processing,
construction observation and consultant services and shall be compensated as described in Article 11 for Additional
Services. Reuse of the Architect's instruments of service without retaining the Architect to provide such services will be
at the Owner's sole risk and without liability to the Architect. All other provisions of this Agreement shall apply.

.3 The Owner shall not use or authorize any other person to use the Architect's instruments of service on other
projects, for additions to this Project or for completion of this Project by others so long as the Architect is not adjudged
to be in default under this Agreement except by agreement in writing and with appropriate compensation to the
Architect. The Owner shall indemnify and hold harmless the Architect, the Architect's consultants and agents and
employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys'
fees, arising out of unauthorized reuse of instruments of service.

.4 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in

ART|6LE 7 0|8PUTE RE80LUT|0N
7.1 6LA|H8 AN0 0|8PUTE8
7.1.1 Claims, disputes or other matters in question between the parties to this Agreement arising out of or relating to
this Agreement or breach thereof shall be subject to and decided by mediation and arbitration in accordance with the
Construction Industry Mediation Rules and the Construction Industry Arbitration Rules of the American Arbitration
Association currently in effect.

7.2 HE0|AT|0N
7.2.1 In addition to and prior to arbitration, the parties shall endeavor to settle disputes by mediation in accordance
with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect. Request
for mediation shall be filed in writing with the other party to this Agreement and with the American Arbitration
Association. A request for mediation shall be made within a reasonable time after the claim, dispute or other matter in
question has arisen. In no event shall the request for mediation be made after the date when institution of legal or
equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute
of repose or limitations.

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7.3 AR|TRAT|0N
7.3.1 Demand for arbitration shall be filed in writing with the other party to this Agreement and with the American
Arbitration Association. A demand for arbitration shall be made within a reasonable time after the claim, dispute or
other matter in question has arisen. In no event shall the demand for arbitration be made after the date when institution
of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the
applicable statute of repose or limitations.

7.4 60N80L|0AT|0N AN0 J0|N0ER
7.4.1 No arbitration arising out of or relating to this Agreement shall include, by consolidation, joinder or in any other
reference to this Agreement signed by the Owner, the Architect, and any other person or entity sought to be joined.
therein. The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly

7.5 AwAR0

ART|6LE 8 TERH|NAT|0N, 8U8PEN8|0N 0R AAN00NHENT
8.1 This Agreement may be terminated by either party upon not less than seven (7) 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.

be equitably adjusted to provide for expenses incurred in the interruption and resumption of the Architect's services. The
equitable adjustment to the Architect's compensation shall include but not be limited to all reasonable costs incurred by
the Architect on account of suspension or abandonment of the Project, for preparation of documents for storage,
maintaining space and equipment pending resumption, orderly demobilization of staff, maintaining employees on a less-
than-full-time basis, terminating employment of personnel because of suspension, rehiring former employees or new
employees because of resumption, reacquainting employees with the Project upon resumption and making revisions to
comply with Project requirements at the time of resumption.

8.3 This Agreement may be terminated by the Owner upon not less than seven (7) days' written notice to the Architect
in the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for more than 90


seven (7) days' written notice to the Owner, suspend performance of services under this Agreement. Unless payment in
full is received by the Architect within seven (7) days of the date of the notice, the suspension shall take effect without
further notice. 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.

8. In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed
8.7.

which are directly attributable to termination. Termination Expenses shall be computed as an equitable percentage of
the total compensation for Basic Services and Additional Services earned to the time of termination, unless otherwise
provided in Article 12.


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ART|6LE 9 H|86ELLANE0U8 PR0V|8|0N8
9.1 This Agreement shall be governed by the law of the place of the Project.

accrued and the applicable statutes of limitations shall commence to run not later than either the date of substantial
completion for acts or failures to act occurring prior to substantial completion or the last date of the Architect's services,
whichever occurs first.

9.3 The Owner and Architect waive all rights against each other and against the contractors, consultants, agents, and
employees of the other for damages, but only to the extent covered by property insurance during construction, except
such rights as they may have to proceeds of such insurance. The Owner and the Architect each shall require similar
waivers from their contractors, consultants and agents.

9.4 The Owner and the Architect, respectively, bind themselves, their partners, successors, assigns and legal
such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this

only by written instrument signed by both the Owner and the Architect.

9. 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 the Architect.

9.7 If the Architect agrees to perform services related to hazardous materials, the Owner agrees to indemnify and hold
harmless the Architect, the Architect's consultants and their agents and employees from and against any and all claims,
damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance
of such services by the Architect, the Architect's consultants or their agents or employees related to such services,
except where such liability arises from the sole negligence or willful misconduct of the person or entity seeking
indemnification.

the exterior and interior, among the Architect's promotional and professional materials and for use in awards programs,
publications and public presentations. 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 on the
construction sign and in the promotional materials for the Project.

9.9 Duties, responsibilities and limitations of authority of the Architect shall not be restricted, modified or extended
without written agreement of the Owner and the Architect.

9.10 If the Owner authorizes deviations, recorded or unrecorded, from the documents prepared by the Architect
without the written agreement of the Architect, the Owner shall indemnify and hold harmless the Architect, the
Architect's consultants and agents and employees of any of them from and against claims, damages, losses and
expenses, including but not limited to attorneys' fees, arising out of or resulting in whole or in part from such deviations,
regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder.

ART|6LE 10 PAYHENT8 T0 ThE AR6h|TE6T
10.1 0|RE6T PER80NNEL EXPEN8E
10.1.1 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project
and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as
employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and
similar contributions and benefits.


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10.2 RE|HUR8ALE EXPEN8E8
10.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses
incurred by the Architect and the Architect's employees and consultants in the interest of the Project, as identified in the
following Clauses.

10.2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized out-of-town
Project.

10.2.1.2 Expense of reproductions, postage and handling of drawings, specifications and other documents.


10.2.1.4 Expense of renderings, models and mock-ups requested by the Owner.

10.2.1.5 Expense of additional insurance coverage or limits, including professional liability insurance, requested by the
Owner in excess of that normally carried by the Architect and the Architect's consultants.

10.3 PAYHENT8 0N A660UNT 0F A8|6 8ERV|6E8


shall be computed in the manner set forth in Section 11.3.1.

10.4 PAYHENT8 0N A660UNT 0F A00|T|0NAL 8ERV|6E8

10.5 PAYHENT8 w|ThhEL0
other sums withheld from payments to contractors, or on account of the cost of changes in the work other than those for
which the Architect has been adjudged to be liable.

10. AR6h|TE6T'8 A660UNT|NC RE60R08
10..1 Records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on
the basis of a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's authorized
representative at mutually convenient times.


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ART|6LE 11 A8|8 0F 60HPEN8AT|0N

11.1 An initial payment of ($ ) shall
be made upon execution of this Agreement and credited to the Owner's account at final payment.

11.2 A8|6 60HPEN8AT|0N
11.2.1 For basic services, as described in Article 2, and any other services included in Article 12 as part of Basic
(Insert basis of compensation, including stipulated sums or multiples, and identify phases to which particular methods
of compensation apply, if necessary.)

11.2.2 Progress payments for Basic Services in each phase shall be payable as follows:
(Insert description of phases) or

Pre-Design Phase:

percent ( %)
Site Analysis Phase:

percent ( %)
Schematic Design Phase:

percent ( %)
Design Development Phase:

percent ( %)
Construction Documents Phase:

percent ( %)
Construction Phase:

percent ( %)
Total Basic Compensation one hundred percent ( 100 %)

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11.3 60HPEN8AT|0N F0R A00|T|0NAL 8ERV|6E8
11.3.1 For additional services of the Architect, as described in Articles 3 and 12, compensation shall be computed as
follows:

11.3.2 For additional services of consultants, including additional structural, mechanical and electrical engineering
services and those provided under Section 3.3.11 or identified in Article 12 as part of Additional Services, a multiple of
( ) times the amounts billed to the Architect for such services.


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11.4 For reuse of the Architect's instruments of service, compensation shall be computed as follows:
(Insert basis of compensation.)

11.5 RE|HUR8ALE EXPEN8E8
11.5.1 For reimbursable expenses, as described in Section 10.2, and any other items included in Article 12 as
Reimbursable Expenses, a multiple of ( ) times the expenses
incurred by the Architect, the Architect's employees and consultants in the interest of the Project.

11. A00|T|0NAL PR0V|8|0N8
11..1 If the basic services covered by this Agreement have not been completed within
that time shall be compensated as provided in Sections 10.3.3 and 11.3.1.

11..2 Payments are due and payable ( ) days from the date 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.

and other regulations at the Owner's and Architect's principal places of business, the location of the Project and

11..3 The rates and multiples set forth for Additional Services shall be adjusted annually in accordance with normal

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ART|6LE 12 0ThER 60N0|T|0N8 0R 8ERV|6E8
(Insert descriptions of other services, identify Additional Services included within Basic Compensation and


0wNER AR6h|TE6T



Document B201
TM
2007 Instructions
Standard Form of Architects Services: Design and Construction Contract
Administration
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. Purchasers are permitted to reproduce ten (10) copies of this
document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects legal counsel,
copyright@aia.org.

GENERAL INFORMATION
Purpose. AIA Document B2012007 provides the Architects scope of services for Design and Construction Contract
Administration in a standard form the Owner and Architect can modify to suit the needs of the Project. B2012007
replaces AIA Document B1411997 Part 2.

The services set forth in B2012007 parallel those in AIA Document B1012007, Agreement Between Owner and
Architect, and thus return to the traditional division of services into Basic and Additional Services. Basic Services are
based on five traditional phases: Schematic Design, Design Development, Construction Documents, Bidding or
Negotiation, and Construction. This document may be used with a variety of compensation methods, including
percentage of construction cost and stipulated sum. B2012007 assumes that the Architect will provide cost estimates
and will design the Project to meet the owners budget for the Cost of the Work. If the Owner will retain a third party
to provide cost estimates, or if the Project will implement fast track, phased or accelerated scheduling, the parties
should consider using B1032007, Standard Form of Agreement Between Owner and Architect for a Large or
Complex Project.

B2012007 is not a stand-alone document and to become effective it must be incorporated into an owner-architect
agreement. It may be used with AIA Document B1022007, Standard Form of Agreement Between Owner and
Architect without a Predefined Scope of Architects Services, to provide the Architects sole scope of services, or with
B1022007 in conjunction with other standard form services documents. It may also be incorporated into any owner-
architect agreement when the agreement is executed or used with G8022007, Amendment to the Professional
Services Agreement, to create a modification to any owner-architect agreement.


Why Use AIA Contract Documents. AIA contract documents are the product of a consensus-building process aimed
at balancing the interests of all parties on the construction project. The documents reflect actual industry practices, not
theory. They are state-of-the-art legal documents, regularly revised to keep up with changes in law and the industry
yet they are written, as far as possible, in everyday language. Finally, AIA contract documents are flexible: they are
intended to be modified to fit individual projects, but in such a way that modifications are easily distinguished from
the original, printed language.

must be taken to achieve consistency of language and intent among documents. Certain owners require the use of
owner-architect agreements and other contract forms which they prepare. Such forms should be carefully compared to
the standard AIA forms for which they are being substituted before execution of an agreement. If there are any
significant omissions, additions or variances from the terms of the related standard AIA forms, both legal and
insurance counsel should be consulted. Of particular concern is the need for consistency between the Owner-Architect
Agreement and related documents and the anticipated General Conditions of the Contract for Construction in the
delineation of the Architects construction contract administration services and responsibilities.

Letter Forms of Agreement. Letter forms of agreement are generally discouraged by the AIA, as is the performance
of a part or the whole of professional services based on oral agreements or understandings. The AIAs agreement
forms have been developed through more than 100 years of experience and have been tested repeatedly in the courts.
In addition, the standard forms have been carefully coordinated with other AIA documents.

1


copyright@aia.org.

Standard Forms. Most AIA documents published since 1906 have contained in their titles the words Standard
Form. The term standard is not meant to imply that a uniform set of contractual requirements is mandatory for AIA
members or others in the construction industry. Rather, the AIA standard documents are intended to be used as fair
and balanced baselines from which the parties can negotiate their bargains. As such, the documents have won general
acceptance within the construction industry and have been uniformly interpreted by the courts. Within an industry
spanning 50 stateseach of them free to adopt different, and perhaps contradictory, laws affecting that industrythey
form the basis for a generally consistent body of construction law.


membership in The American Institute of Architects confer any further rights to reproduce this document. The AIA
hereby grants the purchaser a limited license to reproduce a maximum of ten copies of a completed B2012007, but
only for use in connection with a particular project. The AIA will not permit reproduction outside of the limited



AIA Document B2012007 contains many significant changes in format and content from B1411997 Part 2. B101
more closely follows the B1511997 format. Accordingly, B2012007 arranges the Architects services in terms of
Basic Services and Additional Services. Basic Services are described within the five traditional phases of a
Project: Schematic Design, Design Development, Construction Documents, Bidding or Negotiating, and Construction.
Additional Services consist of any services not described as Basic Services.

highlights of the major changes from B1411997 Part 2.

A new Article 1, Initial Information, is added, having been relocated from B1411997 Part 1. Project administration
services, formerly covered under Article 2.1, are now incorporated into Article 2. Supporting Services, formerly in
Article 2.2, are re-titled Owners Responsibilities and are now located in Article 4. The Architects services, formerly
in Articles 2.3, 2.4, 2.5, 2.6 and 2.7, are now set forth in Articles 2 and 3.

The most significant revision is the inclusion of a new Article 6, Compensation. The prior edition did not include a
location for including the compensation to be paid for the services.

design for the Project. The Architect is required to make such considerations consist with the Owners program,

USING B2012007
Modifications
document.


2


copyright@aia.org.


software permits.



Cover Page
Project: Describe the Project by including (1) the official name or title of the facility, and (2) the location or address,
if known.

Identification of the Owner and Architect: State the names and addresses of the parties exactly as they are
identified in the Owner-Architect agreement into which this scope of services document is incorporated, or to which it
provides the scope of services for an amendment.

1.1 The parties may either rely on Exhibit A to provide the Initial Information or provide such information in
Section 1.1. If the parties choose to utilize Section 1.1, they should take care to be as explicit and detailed as possible

1.2 The parties must set forth the Owners anticipated dates for commencement of construction and Substantial
Completion as those dates are to be incorporated into the Architects initial schedule for the Architects services, and
they determine at which point the Architect will provide certain services as Additional Services.

3.1 The parties should complete the table contained at Section 3.1 prior to executing the Agreement. For each
service listed, the parties should indicate the party responsible for providing the service in the appropriate column and
identify the place where the service is described, e.g., Section 3.2 or an exhibit attached to this document and
identified below etc. The Architect is not responsible for any listed service unless specifically so designated in the
Responsibility column of the table.


3.3.4 Insert the number of months beyond which the Architect shall be entitled to compensation as Additional
Services.




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personnel.

calculation:








6.1 Insert the basis of compensation for the Architects Basic Services. Sample language is provided below for
several of the most widely used methods of compensation.







4


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Exhibit A Initial Information
If the parties choose to utilize Exhibit A, Initial Information, in lieu of completing Section 1.1, the parties should
complete each prompting statement in this Article. If a statement is not applicable to a particular project, the parties
should insert a statement to that effect. No spaces should be left blank.
5
Document B201
TM
2007
Standard Form of Architects Services: Design and Construction Contract
Administration
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THE OWNER:
(Name and address)

THE ARCHITECT:
(Name and address)

THE AGREEMENT
This Standard Form of Architects Services is part of or modifies the accompanying Owner-Architect Agreement
(hereinafter, the Agreement) dated the day of in the year
(In words, indicate day, month, and year.)

TABLE OF ARTICLES





5 COST OF THE WORK

6 COMPENSATION

7 ATTACHMENTS AND EXHIBITS

consequences. Consultation with an
attorney is encouraged with respect
to its completion or modification.
This document provides the
Architects scope of services only
and must be used with an owner-
architect agreement. It may be used
with AIA Document B1022007,
Standard Form of Agreement
Between Owner and Architect
without a Predefined Scope of
Architects Services, to provide the
Architects sole scope of services, or
with B102 in conjunction with other
standard form services documents. It
may also be used with G802
2007, Amendment to the
Professional Services Agreement, to
create a modification to any owner-
architect agreement.
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1.1 This Agreement is based on the Initial Information set forth in Article 1 and in optional Exhibit A, Initial
Information:
(Complete Exhibit A, Initial Information and incorporate it into this services document at Section 7.1, or state below
Initial Information such as details of the Projects site and program, Owners contractors and consultants, Architects
consultants, Owners budget for the Cost of the Work, authorized representatives, anticipated procurement method,
and other information relevant to the Project.)

1.2 The Owners anticipated dates for commencement of construction and Substantial Completion of the Work are
set forth below:
.1 Commencement of construction date:

.2 Substantial Completion date:


mechanical, and electrical engineering services. Services not set forth in Article 2 are Additional Services.



schedule for the performance of the Architects 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 Owners review, for the performance of the
Owners 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 Owners approval, the Architect shall adjust the schedule, if necessary, as the Project
proceeds until the commencement of construction.

approval.



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of the Project.

2.2.4 Based on the Projects requirements agreed upon with the Owner, the Architect shall prepare and present for
the Owners approval a preliminary design illustrating the scale and relationship of the Project components.




Section 5.3.

2.2.7 The Architect shall submit the Schematic Design Documents to the Owner, and request the Owners approval.

adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Design
Development Documents for the Owners 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
such other elements as may be appropriate. The Design Development Documents shall also include outline
specifications that identify major materials and systems and establish in general their quality levels.

2.3.2 The Architect shall update the estimate of the Cost of the Work.

2.3.3 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 Owners approval.

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2.4.5 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 5.5, and request the Owners approval.



.2 distributing the Bidding Documents to prospective bidders requesting their return upon completion of
the bidding process, and maintaining a log of distribution and retrieval and of the amounts of deposits,
if any, received from and returned to prospective bidders;



.1 procuring the reproduction of Proposal Documents for distribution to prospective contractors, and
.3 participating in negotiations with prospective contractors, and subsequently preparing a summary report
of the negotiation results, as directed by the Owner.


2.6.1 GENERAL
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2.6.1.3 Subject to Section 3.3, the Architects responsibility to provide Construction Phase services commences with
Payment.




Contract Documents.


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Contract Sum.


2.6.4 SUBMITTALS

a component.

appropriate performance and design criteria that such services must satisfy. The Architect shall review shop Drawings





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2.6.6.4 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)



(Architect, Owner
or
Not Provided)
identified below)
3.1.1 Programming
3.1.14 As-designed record drawings
3.1.15 As-constructed record drawings
(B2062007)

3.1.24 LEED
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(Architect, Owner
or
Not Provided)
identified below)
3.1.25 Fast-track design services
(B2532007)

3.1.28 Other

3.2 Insert a description of each Additional Service designated above as the Architects responsibility, if not further
described in an exhibit attached to this document.

Section 3.3 shall entitle the Architect to compensation pursuant to Section 6.3.


certification;

Architect;
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during construction
Documents






4.5 Except as otherwise provided in this Agreement, or when direct communications have been specially authorized,


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the Project as required under Sections 4.1, 5.4 and 5.5. Evaluations of the Owners budget for the Cost of the Work,
the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work prepared by the
Architect, represent the Architects 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 Contractors methods of
and does not warrant or represent that bids or negotiated prices will not vary from the Owners 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.

5.3 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 make reasonable adjustments in the program and scope of the
Project; and to include in the Contract Documents alternate bids as may be necessary to adjust the estimated Cost of
the Work to meet the Owners budget for the Cost of the Work. The Architects estimate of the Cost of the Work shall
be based on current area, volume or similar conceptual estimating techniques. If the Owner requests detailed cost
estimating services, the Architect shall provide such services as an Additional Service under Article 3.

5.4 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the
Construction Documents to the Owner, through no fault of the Architect, the Owners budget for the Cost of the Work
shall be adjusted to reflect changes in the general level of prices in the applicable construction market.


5.6 If the Owners 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
.3 terminate in accordance with Section 5.5 of AIA Document B1022007;

Article 5.

follows:

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6.3 For Additional Services that may arise during the course of the Project, including those under Section 3.3, during
the course of the Project, the Owner shall compensate the Architect as follows:

shall be the amount invoiced to the Architect plus a fee of percent ( %), or as otherwise
stated below:




6.6 When compensation is based on a percentage of the Cost of the Work 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, in accordance with the schedule set forth in Section 6.5 based on (1) the lowest bona fide
bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent estimate of the Cost of the
Agreement for all services performed whether or not the Construction Phase is commenced.


ARTICLE 7 ATTACHMENTS AND EXHIBITS
The following attachments and exhibits, if any, are incorporated herein by reference:
(List other documents, if any, including Exhibit A, Initial Information, and any exhibits relied on in Section 3.1.)

Document B201
TM
2007 Exhibit A
Initial Information
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THE OWNER:
(Name and address)

THE ARCHITECT:
(Name and address)

This Agreement is based on the following information.

ARTICLE A.1 PROJECT INFORMATION
A.1.1 The Owners program for the Project:

A.1.2 The Projects physical characteristics:

A.1.3 The Owners budget for the Cost of the Work, as defined in Section 6.1:
(Provide total and, if known, a line item break down.)

modification.
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A.1.4 The Owners other anticipated scheduling information, if any, not provided in Section 1.2:

A.1.5 The Owner intends the following procurement or delivery method for the Project:
(Identify method such as competitive bid, negotiated contract, or construction management.)

A.1.6 Other Project information:

ARTICLE A.2 PROJECT TEAM
A.2.1 The Owner identifies the following representative in accordance with Section 5.3:

A.2.2 The persons or entities, in addition to the Owners representative, who are required to review the Architects

A.2.3 The Owner will retain the following consultants and contractors:

A.2.4 The Architect identifies the following representative in accordance with Section 2.3:

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A.2.5 The Architect will retain the consultants identified in Sections A.2.5.1 and A.2.5.2.

A.2.5.1 Consultants retained under Basic Services:
.1 Structural Engineer

.2 Mechanical Engineer

.3 Electrical Engineer

A.2.5.2 Consultants retained under Additional Services:

A.2.6 Other Initial Information on which the Agreement is based:
(Provide other Initial Information.)

Document B203
TM
2007 Instructions
Standard Form of Architects Services: Site Evaluation and Planning
Document


GENERAL INFORMATION
Purpose
AIA Document B2032007 provides the Architects scope of services for Site Evaluation and Planning in a standard
form that the Owner and Architect can modify to suit the needs of the Project. It is not a fixed scope of services, but is
instead a menu of services from which the parties may select. B2032007 is not a stand-alone document and to
become effective it must be incorporated into an owner-architect agreement. It may be used with AIA Document
B102
2007, Standard Form of Agreement Between Owner and Architect, to provide the Architects sole scope of
services, or with B1022007 in conjunction with other standard form services documents. It may also be incorporated
into any owner-architect agreement when the agreement is executed or used with G802

Professional Services Agreement, to create a modification to any owner-architect agreement.




Standard Forms


Reproductions

AIA.


1
Document



B1012007, B1032007, and B1042007.

A new Article 1, Initial Information, is added. Project administration services, formerly covered under Article 1, are
now incorporated into Article 2. Supporting Services, formerly in Article 2, are re-titled Owners Responsibilities and
are now located in Article 4. The architects services, formerly in Articles 3 and 4, are now set forth in Articles 2
and 3. The services themselves are not changed from the previous edition.

location for including the compensation to be paid for the services. The last article, Article 6, Special Terms and
Conditions, replaces the former Article 5, Modifications.

USING B2032007
Modifications
document.



software permits.



Cover Page
if known.

Identification of the Parties: State the names and addresses of the parties exactly as they are identified in the Owner-
Architect agreement into which this scope of services document is incorporated, or to which it provides the scope of
services for an amendment.

Date: Provide the date of the existing owner-architect agreement. Providing that date will assist in identifying this
scope of services document with the existing owner-architect agreement being modified.

2.5 Site Evaluation and Planning Services
Before completing B2032007, the Owner and Architect will need to agree upon the scope of Site Evaluation and
Planning services required for the Project. The Architect can assist the Owner by reviewing with the Owner the
2
Document


services listed in this table. The list offers a broad, but not exhaustive, listing of possible Site Evaluation and Planning
services and can serve as a valuable discussion guide in establishing the final scope of services. The Architect and
Owner should complete the table by indicating whether the listed services will be provided and, if so, by whom. The
Architect shall not perform any listed service unless specifically designated in the Responsibility column of the table.

3.1 Additional Services
Insert an agreed-upon number in each of the spaces provided.
3
Document B203
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2007
Standard Form of Architects Services: Site Evaluation and Planning
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THE OWNER:
(Name and address)

THE ARCHITECT:
(Name and address)

THE AGREEMENT
(hereinafter, the Agreement) dated the day of
in the year

TABLE OF ARTICLES


2 SITE EVALUATION AND PLANNING SERVICES



5 COMPENSATION



modification.
architect agreement. It may be
used with G8022007,
Amendment to the Professional
Services Agreement, to create a
modification to any owner-architect
agreement.
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ARTICLE 2 SITE EVALUATION AND PLANNING SERVICES
2.1. The Architect shall consult with the Owner, research applicable criteria, attend Project meetings, communicate
with members of the Project team and issue progress reports. The Architect shall coordinate the services provided by the
Architect and the Architects consultants with those services provided by the Owner and the Owners consultants.

2.2 The Architect shall prepare, and periodically update, a schedule of Site Evaluation and Planning Services that
identifies milestone dates for decisions required of the Owner, services furnished by the Architect and completion of
documentation to be provided by the Architect. The Architect shall coordinate the Site Evaluation and Planning Services
schedule with the Owners Project schedule.

evaluation and approval by the Owner. The Architect shall be entitled to rely on approvals received from the Owner to
complete the Site Evaluation and Planning Services.

2.4 The Architect shall assist the Owner in connection with the Owners responsibility for filing documents required
for the approval of governing and reviewing authorities having jurisdiction over the Project. These documents may
include plats, replats, property subdivisions, waivers and variances, for zoning and other development guidelines.

2.5 The Architect shall provide only the services specifically designated below as the Architects responsibility. The
Architect shall perform the designated services in accordance with a service description located in Section 2.6 or in an
exhibit attached to this services document.
(Designate the services the Architect shall provide in the second column of the table below. In the third column
indicate whether the service description is located in Section 2.6 or in an exhibit attached to this services document. If
in an exhibit, identify the exhibit.)

(Architect, Owner
or
Not Provided)
identified below)
2.5.1 Program Analysis
2.5.2 Site Analysis and Selection
2.5.3 Site Context
2.5.4 Cultural Factor Analysis
2.5.5 Historic Resource Inventory
2.5.6 Site Development Planning
2.5.7 Detailed Site Utilization Studies
2.5.8 Utility Studies
2.5.9 Environmental Studies
2.5.10 Design Guidelines
2.5.11 Parking and Circulation Analysis
2.5.12 Economic Analysis
2.5.13 Estimate of the Cost of the Work
2.5.14 Planning and Zoning Analysis
2.5.15 Meetings and Presentations
2.5.16 Other

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2.6 DESCRIPTIONS OF SERVICES: A brief description of each Site Evaluation and Planning Service is provided
below.
(If necessary, provide in Section 2.7 expanded or modified descriptions of the Site Evaluation and Planning Services
listed below.)

2.6.1 Program Analysis: Analyze the Owners building program with respect to the area required for building; area
required for parking, circulation, open space, and other program elements; and any special constraints or requirements
such as security, easements, and preserving habitat and wetlands.

2.6.2 Site Analysis and Selection: Analyze a site or sites designated by the Owner. Analysis may consist of
ownership, on-site observations, circulation systems and parking studies, topography analysis, and analysis of deed,
zoning and other legal restrictions, studies of availability of construction materials, equipment and labor and
construction markets. Evaluate the site studies to assist the Owner in selecting the site for the Owners project.

2.6.3 Site Context: Describe physical characteristics and context of immediately surrounding area and a general land
use pattern, with a brief description of proximate development, such as agricultural, single-family detached residential,
single-family attached residential, multi-family residential, retail, commercial, office, light industrial, heavy industrial,
public and semi-public use, park and open space, vacant, or other appropriate land uses.

2.6.4 Cultural Factor Analysis: Research the history of the site that may include historic land uses, existing
structures on and adjacent to the site, archaeological significance, other cultural factors and analyze the impact of the
proposed use on the surrounding sites and community.

2.6.5 Historic Resource Inventory: Prepare an inventory of any historic structures, or other historic features on the
site. Identify landmark features or structures as noted on local, city, county, state, or Federal inventory of historically
significant buildings, places or features.

2.6.6 Site Development Planning: Based on the preliminary site analysis and selection of a site, prepare conceptual site
development drawings which may include land utilization, structure placement, facility development, development phasing,
access and circulation of vehicles and pedestrians, parking facilities and utility systems. Analyze surface and subsurface
conditions, ecological requirements, deeds, zoning, and other legal restrictions, landscape concepts and features.

2.6.7 Detailed Site Utilization Studies: Prepare a detailed site analysis, which may include land utilization, structure
placement, facilities development, circulation systems, parking facilities and utility systems. Analyze surface and
subsurface conditions, the soils report, vegetation, slope of land, ecological requirements, deeds, zoning and other
legal restrictions, landscape features and materials.

2.6.8 Utility Studies: Establish requirements and prepare initial designs for the on-site utilities which may include
electrical service and distribution, gas service and distribution, water supply and distribution, site drainage, sanitary
sewer collection and disposal, process waste water treatment, storm water collection and disposal, central-plant
mechanical systems, fire systems, emergency systems, security, pollution control, site illumination, and
communications systems. Analyze the availability of existing utility mains, transmission and distribution lines.

2.6.9 Environmental Studies: Determine the need for environmental monitoring, assessment and impact statements
and prepare reports as required. If required, attend public meetings and hearings.

2.6.10 Design Guidelines: Prepare design guidelines to develop a set of standards for site improvements, including
signage, lighting, landscaping, pedestrian amenities, banners, and other similar guidelines.

2.6.11 Parking and Circulation Analysis: Determine parking requirements for the Project, including the number of
parking spaces required by governing agencies and the Owner.

2.6.12 Economic Analysis: Based on the above surveys, evaluations, studies and inventories, assess the extent of
buildable area and the potential impact on development cost.

2.6.13 Estimate of the Cost of the Work: Prepare a preliminary estimate of the cost of the work for the development
of the site based on the design approved by the Owner.
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2.6.14 Planning and Zoning Analysis: Identify and research applicable planning and zoning ordinances. Develop
and present options to the Owner.

2.6.15 Meetings and Presentations: Attend meetings, public hearings, and citizen information meetings as directed by the
Owner. Represent the Owner in presenting the proposed development to the governing agencies for approval. Prepare
presentation materials for selected options and present to the governing agencies at public meetings and hearings.

2.7 EXPANDED DESCRIPTION OF SERVICES
(In the space below, provide expanded or modified descriptions of the Site Evaluation and Planning Services listed
above, add other services as space permits, or refer to an exhibit attached to this document.)

3.1 The Architect shall provide Site Evaluation and Planning Services exceeding the limits set forth below as
Additional Services. When the limits below are reached, the Architect shall notify the Owner:
.1 ( ) visits to the site by the Architect over the duration of the services
.2 ( ) presentations of any portion of the Services as requested by the Owner
.3 ( ) meetings with any boards, committees or other required groups

4.1 The Owner shall furnish a program setting forth the Owners objectives, schedule, constraints and criteria,
including space requirements and relationships, special equipment, systems and site requirements.

4.2 The Owner shall provide the Architect with any available previous studies, data, reports, or documents which
have a direct bearing on the requirements of the Project and that may be reasonably needed for the Project.

4.3 The Owner shall provide access to the property, buildings, and personnel necessary for the Architect to complete
the services. The Owner shall conduct tours and explain the propertys original, current and anticipated future use.

locations, dimensions and necessary data with respect to existing buildings, other improvements and trees; and

4.5 The Owner shall furnish services of geotechnical engineers which may include but are not limited to test borings,
test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion
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tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and

5.1 For the Architects Site Evaluation and Planning Services described under Article 2, the Owner shall compensate
the Architect as follows:


5.3 Compensation for Additional Services of the Architects consultants, when not included in Section 5.2, shall be

Special terms and conditions that modify this Standard Form of Architects Services: Site Evaluation and Planning, if
any, are as follows:
Document B204
TM
2007 Instructions
Standard Form of Architects Services: Value Analysis, for use where the Owner
has Employed a Value Analysis Consultant
Document


GENERAL INFORMATION
Purpose
AIA Document B2042007 provides the Architects scope of services for Value Analysis in a standard form that the
Owner and Architect can modify to suit the needs of the Project. B2042007 is not a stand-alone document and to
B102





Standard Forms


Reproductions

AIA.

1
Document



B1012007, B1032007, and B1042007.



USING B2042007
Modifications
document.



software permits.



Cover Page
if known.


Value Analysis Consultant: Identify the Owners Value Analysis Consultant.

Date: Provide the date of the existing Owner-Architect Agreement. Providing that date will assist in identifying this
2
Document


Insert an agreed upon number in each of the spaces provided.
3
Document B204
TM
2007
Standard Form of Architects Services: Value Analysis, for use where the
Owner Employs a Value Analysis Consultant
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THE OWNER:
(Name and address)

THE ARCHITECT:
(Name and address)

THE OWNERS VALUE ANALYSIS CONSULTANT:
(Name and address)

THE AGREEMENT
in the year

TABLE OF ARTICLES


2 VALUE ANALYSIS SERVICES



5 COMPENSATION


modification.
used with G8022007,
modification to any owner-

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ARTICLE 2 VALUE ANALYSIS SERVICES
2.1 The Architect shall consult with the Owner, research applicable criteria, attend meetings, communicate with
members of the Project team and issue progress reports. The Architect shall coordinate the services provided by the
Architect and the Architects consultants with those services provided by the Owner and the Owners consultants.

2.2 The Architect shall coordinate the Project schedule with the Owners Value Analysis Consultants schedule and
advise the Owner of changes required to the Project schedule.

2.3 The Architect shall consider the value of alternative materials, building systems and equipment, together with
other considerations based on program, budget and aesthetics in developing the responses to Value Analysis Proposals.

2.4 The Architect shall submit value analysis documentation to the Owner at intervals appropriate to the process for
purposes of evaluation and approval by the Owner. The Architect shall be entitled to rely on approvals received from
the Owner to complete the Value Analysis Services.

2.5 PRE-WORKSHOP SERVICES
2.5.1 Subject to Section 3.1, the Architect shall participate in a coordination meeting conducted by the Owners Value
Analysis Consultant prior to each Value Analysis Workshop.

2.5.2 The Architect shall assemble and provide copies of the Project data to the Owners Value Analysis Consultant
at least 14 days before each Value Analysis Workshop. Project data includes technical and cost data appropriate to
the progress of the Design Services at the time each Value Analysis Workshop is conducted, which may include the
Owners functional space program, engineering reports, design alternatives and calculations, phasing and scheduling
information, drawings and specifications, cost estimates and any special cost studies.

2.5.3 The Architect shall review the Value Analysis Workshop Plan prepared by the Owners Value Analysis
Consultant and prepare for Workshop Services.

2.6 WORKSHOP SERVICES
2.6.1 The Architect shall present a description of the Projects goals, design parameters, rationale, evolution, and
alternatives for the major design components at the beginning of each Value Analysis Workshop.

2.6.2 Subject to Section 3.1, the Architect shall participate in each Value Analysis Workshop in accordance with the
Value Analysis Workshop Plan prepared by the Owners Value Analysis Consultant.

2.6.3 The Architect shall arrange for the key personnel of the Architect and the Architects consultants to participate
in the Value Analysis Workshop.

2.6.4 The Architect shall attend the presentation of the Value Analysis Proposals made by the Owners Value Analysis
Consultant at the end of each Value Analysis Workshop.

2.7 POST-WORKSHOP SERVICES
2.7.1 Subject to Section 3.1, the Architect shall review and evaluate each Value Analysis Proposal on the basis of Project
goals, technical considerations, implementation consequences, and initial, operational, and life cycle cost savings.

2.7.2 The Architect shall prepare a Value Analysis Implementation Report, for review by the Owner, that
.1 summarizes the action proposed by the Architect on each Value Analysis Proposal,
.2 provides an explanation for any Value Analysis Proposal that is modified or rejected by the Architect,
but not for any accepted Value Analysis Proposal,
.3 advises the Owner of any changes to the Project schedule and the estimate of the Cost of the
Work resulting from the implementation of the accepted Value Analysis Proposals, and
.4 advises the Owner of any Change in Services of the Architect resulting from the
implementation of the accepted Value Analysis Proposals.

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2.7.3 The Architect shall review the Value Analysis Implementation Report with the Owner and issue a
Final Value Analysis Implementation Report incorporating all Value Analysis proposals accepted by both the
Owner and the Architect.

3.1 The Architect shall provide Value Analysis Services exceeding the limits set forth below as Additional Services.
When the limits below are reached, the Architect shall notify the Owner:
.1 ( ) Pre-workshop coordination meetings
.2 ( ) Value Analysis Workshops
.3 ( ) Value Analysis Proposals reviewed and evaluated
.4 ( ) meetings with the Owner to review the results of the workshops
.5 ( ) revisions to the Value Analysis Implementation Report

4.1 The Owner shall furnish the services of a Value Analysis Consultant who shall organize, manage, and conduct
the value analysis process, including making arrangements for facilities for the workshops and meetings and
preparation of the team members for each workshop.

4.2 The Owner shall require its Value Analysis Consultant to set forth the Owners objectives, constraints and
criteria in a Value Analysis Workshop Plan and provide a detailed schedule for the value analysis process.

4.3 The Owner shall require its Value Analysis Consultant to provide Value Analysis Proposals and clarifications
that are accurate and complete and the Architect shall be entitled to rely on their accuracy and completeness.

5.1 For the Architects Value Analysis Services described under Article 2, the Owner shall compensate the Architect
as follows:



Special terms and conditions that modify this Standard Form of Architects Services: Value Analysis, if any, are as
follows:

Document B205
TM
2007 Instructions
Standard Form of Architects Services: Historic Preservation
Document


GENERAL INFORMATION
Purpose
AIA Document B2052007 provides the Architects scope of services for Historic Preservation in a standard form that
the Owner and Architect can modify to suit the needs of the Project. It is not a fixed scope of services, but is instead a
menu of services from which the parties may select. B2052007 is not a stand-alone document and to become
effective it must be incorporated into an owner-architect agreement. It may be used with AIA Document B102
2007, Standard Form of Agreement Between Owner and Architect, to provide the Architects sole scope of services,
or with B1022007 in conjunction with other standard form services documents. It may also be incorporated into any
owner-architect agreement when the agreement is executed or used with G802





Standard Forms


Reproductions

AIA.

1
Document



B1012007, B1032007, and B1042007.



USING B2052007
Modifications
document.



software permits.



Cover Page
if known.



2
Document


2.5 Historic Preservation Services
Before completing B2052007, the Owner and Architect will need to agree upon the scope of Historic Preservation
services required for the Project. The Architect can assist the Owner by reviewing with the Owner the services listed
in this table. The list offers a broad, but not exhaustive listing of possible Historic Preservation services and can serve
as a valuable discussion guide in establishing the final scope of services. The Architect and Owner should complete
the table by indicating whether the listed services will be provided and, if so, by whom. The Architect shall not
perform any listed service unless specifically designated in the Responsibility column of the table.


3
Document B205
TM
2007
Standard Form of Architects Services: Historic Preservation
Init.
/

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1


THE OWNER:
(Name and address)

THE ARCHITECT:
(Name and address)

THE AGREEMENT
in the year

TABLE OF ARTICLES


2 HISTORIC PRESERVATION SERVICES



5 COMPENSATION



modification.
used with G8022007,
agreement.
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ARTICLE 2 HISTORIC PRESERVATION SERVICES
the Architect and Architects consultants with those services provided by the Owner and Owners consultants.

2.2 The Architect shall prepare, and periodically update, a schedule of Historic Preservation Services that shall
identify milestone dates for decisions required of the Owner, services furnished by the Architect and completion of
documentation to be provided by the Architect. The Architect shall coordinate the Historic Preservation Services
schedule with the Owners Project schedule.

2.3 The Architect shall assist the Owner in connection with the Owners responsibility for filing documents required
for the approval of governing and reviewing authorities having jurisdiction over the Project.

2.4 The Architect shall submit historic preservation documentation to the Owner at intervals appropriate to the
process for purposes of evaluation and approval by the Owner. The Architect shall be entitled to rely on approvals
received from the Owner to complete the Historic Preservation Services.

indicate whether the service description is located in Section 2.6 or in an exhibit attached to this services document.
If in an exhibit, identify the exhibit.)

(Architect, Owner
or
Not Provided)
identified below)
2.5.1 Existing Facilities Surveys
2.5.2 Preliminary Survey and Work Plans
2.5.3 Documentation of Existing Conditions
2.5.4 Condition Survey
2.5.5 Structural Investigation
Survey
Analysis
Physical Testing
Other
2.5.6 Seismic Investigation
2.5.7 Electrical and Mechanical Survey
2.5.8 Codes, Regulations and Standards
2.5.9 Selective Demolition
2.5.10 Paint Analysis
Optical Microscopy
Chemical Analysis
Deterioration Analysis
Other
2.5.11 Landscape Analysis
2.5.12 Fabric Analysis
2.5.13 Mortar Analysis
2.5.14 Biological Analysis
2.5.15 Test Samples
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(Architect, Owner
or
Not Provided)
identified below)
2.5.16 Archival and Literature Search
2.5.17 Building Conservation
2.5.18 Archaeological Research
2.5.19 Building Chronology
2.5.20 Historic Structure Report
2.5.21 Cyclical Maintenance Plan
2.5.22 HABS/HAER Documentation
2.5.23 Historic Register Nominations
Local Landmarks
National Register of Historic Places
National Register of Historic Districts
National Historic Landmark
Other
2.5.24 Historic Preservation Certification/Tax Incentives
2.5.25 Section 106 Review Process
2.5.26 Guidelines for Historic Preservation
Construction in or adjacent to a Historic District
Work on specific site or structure
Appropriate use of historic structures
Other
2.5.27 Grant Proposals
2.5.28 Conservation Assessment Program
2.5.29 Historic Building Preservation Plan
2.5.30 Interpretive Program
2.5.31 Awards Submittal
2.5.32 Preliminary Cost Estimate
2.5.33 Programming
2.5.34 Site Analysis and Selection
2.5.35 Concept Design
2.5.36 Economic Feasibility Study
2.5.37 Geotechnical
2.5.38 Land Survey
2.5.39 Civil Design
2.5.40 Landscape Design
2.5.41 Environmental Study
2.5.42 Contractor Qualifications
2.5.43 Materials Restoration
2.5.44 Other

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2.6 DESCRIPTIONS OF SERVICES: A brief description of each Historic Preservation Service is provided below.
(If necessary, provide in Section 2.7 expanded or modified descriptions of the Historic Preservation Services listed
below.)

2.6.1 Existing Facilities Surveys: Conduct an Existing Facilities Survey for the Project. The Survey may include
review of building uses, conditions of existing materials, systems review, code review and accessibility issues.

2.6.2 Preliminary Survey and Work Plans: Describe the physical appearance of the property in general terms and
evaluate its level of integrity, physical condition, probable historical significance and recommend a historic
preservation work plan.

2.6.3 Documentation of Existing Conditions: Provide a record of the property as it exists, which may include
measured drawings, field notes, photographs or other means of documentation.

2.6.4 Condition Survey: Describe the general condition of the Project and identify the locations of areas of concern.

2.6.5 Structural Investigation: Investigate the structure of the building as designated in Section 2.5.5. The survey
will determine the elements of the existing structural system. Analysis of the structural capabilities of the system will
be done by visual and capacity calculation methods. Physical testing shall be done by structural loading or other
testing methods.

2.6.6 Seismic Investigation: Determine the seismic requirements of the building, compare the building to the
required seismic code and recommend procedures to upgrade the building to meet the requirements.

2.6.7 Electrical and Mechanical Survey: Prepare a survey of the existing electrical and mechanical systems.

2.6.8 Codes, Regulations and Standards: Identify applicable codes and regulations. Describe how the codes apply
to the building and site, and make recommendations for life safety, access for people with disabilities and regulatory
compliance.

2.6.9 Selective Demolition: Remove portions of the structure or designated materials to determine hidden materials
or elements. Provide recommendations of areas to be demolished to the Owner for approval prior to commencement.

2.6.10 Paint Analysis: Analyze designated areas of painted surfaces for color match, sheen, stencil patterns and
chronology by optical microscopy, chemical analysis for composition or deterioration or other testing as designated in
Section 2.5.10.

2.6.11 Landscape Analysis: Prepare a survey of existing conditions and historic significance of landscape design,
features and other site considerations.

2.6.12 Fabric Analysis: Analyze the materials, workmanship and equipment of the structure in relation to their
physical nature, sources and dates of construction.

2.6.13 Mortar Analysis: Provide chemical analysis for mortar composition. Determine historical compositions and
compressive strength. Provide recommendations for matching the historic mortar with available materials.

2.6.14 Biological Analysis: Analyze biological growth by optical microscopy. If other types of testing are required,
list under Section 2.7.

2.6.15 Test Samples: Procure samples for testing of materials. Destructive testing may be required to obtain the
samples. Test samples may include cleaning samples, paint color samples, brush-outs, mortar samples, trim or detailed
mock-ups. List the tests to be performed under Section 2.7.

2.6.16 Archival and Literature Search: Locate, identify and assemble original drawings, historic photographs and
written accounts or descriptions that will aid in tracing the development of the structure through its history.

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2.6.17 Building Conservation: Investigate the building relative to changes in structure, materials and composition to
minimize further deterioration. Recommend procedures to minimize further deterioration.

2.6.18 Archaeological Research: Investigate the Project area below ground to recover, protect and evaluate artifacts
and determine periods of occupation and use.

2.6.19 Building Chronology: Trace the development of the structure through its construction periods, ownership and
uses.

2.6.20 Historic Structure Report: Prepare a Historic Structure Report (HSR).

2.6.21 Cyclical Maintenance Plan: Prepare a Cyclical Maintenance Plan as defined under Section 2.7.

2.6.22 Historic American Building Survey/Historic American Engineering Record (HABS/HAER)
Documentation: Provide measured drawings, field notes and photo documentation of the historic structure in its
current condition, prior to any new additions or alternations. Prepare in the format prescribed by the Library of
Congress Historic American Building Survey/Historic American Engineering Record. Assemble original
documentation for donation to the Library of Congress collection.

2.6.23 Historic Register Nominations: Prepare and submit the required forms to nominate the site or structure as
designated in Section 2.5.23 and respond to inquiries of reviewing bodies.

2.6.24 Historic Preservation Certification/Tax Incentives: Prepare and submit the historic preservation
certification application using the Secretary of the Interior Standards for the Treatment of Historic Properties. Respond
to the governing authoritys comments. Prepare forms for certification of completion. The Owner shall provide
necessary legal, tax and accounting services.

2.6.25 Section 106 of Secretary of the Interior Standards for Rehabilitation Review Process: Prepare submittals
for the Agency to submit, respond to governing authority and make recommendations regarding compliance with the
Secretary of the Interior Standards for the Treatment of Historic Properties.

2.6.26 Guidelines for Historic Preservation: Prepare historic preservation guidelines for the type of project
designated in Section 2.5.26. The limits of the physical boundaries to which the guidelines apply are to be
recommended by the Architect and approved or defined by the Owner.

2.6.27 Grant Proposals: Prepare submittals for the Grant Proposal. Respond to governing authorities and make
recommendations to the Owner regarding method, proposed scope of work and budget. The Owner shall provide legal
and accounting services as requested by the granting agency.

2.6.28 Conservation Assessment Program: Prepare a Conservation Assessment Program (CAP) as set forth by the
National Institute for the Conservation of Cultural Property.

2.6.29 Historic Building Preservation Plan: Prepare a Historic Building Preservation Plan in accordance with
General Services Administration (GSA) guidelines.

2.6.30 Interpretive Program: Provide an interpretive program of the site and buildings for the publics use.

2.6.31 Awards Submittal: Prepare a submittal for the awards as prescribed in competition requirements. Specific
awards shall be itemized in Section 2.7.

2.6.32 Preliminary Cost Estimate: Provide a preliminary cost estimate of the Cost of the Work based upon
information determined from services performed with this Agreement. This estimate may be based on current area,
volume or similar conceptual estimating techniques.

2.6.33 Programming: Prepare a program which will describe how the property will be used in the future and
determine physical space requirements, relationships of the spaces, preservation treatments and how the proposed use
will preserve the historical integrity of the building and site.
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2.6.34 Site Analysis and Selection: Provide an analysis of a site or sites designated by the Owner. Analysis may
consist of on-site observations, movement systems, traffic and parking studies, topography analysis, and analyses of
deed, zoning and other legal restrictions, studies of availability of construction materials, equipment and labor and
construction markets.

2.6.35 Concept Design: Provide a Concept Design, which may include a conceptual approach to preservation of the
building and design concepts for functional use.

2.6.36 Economic Feasibility Study: Prepare an economic analysis of the Project, which may be based upon
estimates of the total Project cost, operation and ownership cost, financing requirements, cash flow for design,
construction and operation, return on investment and equity requirements.

2.6.37 Geotechnical: Provide services of geotechnical engineers, which may include, but are not limited to test
borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground
corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and

2.6.38 Land Survey: Provide 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

2.6.39 Civil Design: Study alternate materials and systems and develop conceptual design solutions for on-site utility
systems, fire protection systems, drainage systems and paving.

2.6.40 Landscape Design: Study alternate materials, systems and equipment and develop conceptual design solutions
for land forms, lawns and plantings, physical site characteristics, design objectives and historic and environmental
determinants.

2.6.41 Environmental Study: Prepare a study to determine the need or requirements for environmental or ecological
monitoring, assessment and any required impact statements. Prepare required environmental assessment and impact
reports, attend public meetings and hearings, and present the studies to governing authorities.

2.6.42 Contractor Qualifications: Prepare a list of contractors qualifications required for the preservation work.
Assist the Owner in evaluating the contractors submittals and selecting qualified contractors.

2.6.43 Materials Restoration: Provide drawings and specifications as necessary for restoration of materials. List the
specific materials and the number of materials to be restored under Section 2.7.

(In the space below, provide expanded or modified descriptions of the Historic Preservation Services listed above,
add other services as space permits, or refer to an exhibit attached to this document.)

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3.1 The Architect shall provide Historic Preservation Services exceeding the limits set forth below as Additional
.2 ( ) presentations of any portion of the Work as requested by the Owner
.3 ( ) copies of reports, both interim and final, and other documentation
requested by the Owner
.4 ( ) appeals to any boards, committees or other required groups

4.1 The Owner shall furnish a program setting forth the Owners objectives, schedule, constraints and criteria, which
may include space requirements and relationships, special equipment, systems and site requirements.


5.1 For the Architects Historic Preservation Services described under Article 2, the Owner shall compensate the
Architect as follows:



Special terms and conditions that modify this Standard Form of Architects Services: Historic Preservation, if any, are
as follows:
Document B206
TM
2007 Instructions
Standard Form of Architects Services: Security Evaluation and Planning
Document


GENERAL INFORMATION
Purpose
AIA Document B2062007 provides the Architects scope of services for Security Evaluation and Planning in a
standard form that the Owner and Architect can modify to suit the needs of the Project. B2062007 is not a stand-
alone document and to become effective it must be incorporated into an owner-architect agreement. It may be used
with AIA Document B102
2007, Standard Form of Agreement Between Owner and Architect, to provide the
Architects sole scope of services, or with B1022007 in conjunction with other standard form services documents. It
may also be incorporated into any owner-architect agreement when the agreement is executed or used with G802
2007, Amendment to the Professional Services Agreement, to create a modification to any owner-architect agreement.




Standard Forms


Reproductions

AIA.


1
Document



B1012007, B1032007, and B1042007.



USING B2062007
Modifications
document.



software permits.



Cover Page
if known.



2
Document



3.2 Provide detailed scope of services descriptions of any Additional Services designated in Section 3.1, unless you
have chosen to provide such descriptions in an exhibit attached to the document.
3
Document B206
TM
2007
Standard Form of Architects Services: Security Evaluation and Planning
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THE OWNER:
(Name and address)

THE ARCHITECT:
(Name and address)

THE AGREEMENT
in the year

TABLE OF ARTICLES


2 SECURITY EVALUATION AND PLANNING SERVICES



5 COMPENSATION



modification.
used with G8022007,
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ARTICLE 2 SECURITY EVALUATON AND PLANNING SERVICES

2.2 The Architect shall consult with the Owner and review applicable security criteria, based on the standards
identified in Section 4.3 and data provided in Section 4.4.

2.3 The Architect shall make a presentation to explain the proposed Security Evaluation and Planning Services,
including identification of the Architects consultants, to representatives of the Owner.

2.4 The Architect shall prepare, and periodically update, a schedule of Security Evaluation and Planning Services
that identifies milestone dates for decisions required of the Owner, services furnished by the Architect, and
completion of the documentation to be provided by the Architect. The Architect shall coordinate the Security
Evaluation and Planning Services schedule with the Owners Project schedule.

2.5 The Architect shall submit security evaluation and planning documentation to the Owner at intervals appropriate
to the process for purposes of evaluation and approval by the Owner. The Architect shall be entitled to rely on
approvals received from the Owner to complete the Security Evaluation and Planning Services.

2.6 SECURITY ASSESSMENT
2.6.1 Asset Analysis: The Architect shall assist the Owner in identifying and prioritizing the assets to be protected,
which may include people, operations, information, and tangible and real property. The analysis will address the
nature of the asset needing protection, the value of the asset, including current and replacement value, where the asset
is located, and how, when, and by whom the asset is accessed and utilized.

2.6.2 Vulnerability Analysis: The Architect shall identify and analyze the vulnerability of the assets relative to
design and construction, technological systems, and operations. The analysis may include surrounding terrain and
adjacent structures, site layout and elements, location and access to utilities, degree of resistance to explosive blast,
building circulation patterns and spatial arrangements, and location of higher risk assets within the facility. The
Architect shall provide the Vulnerability Analysis for the concurrence of the Owner.

2.6.3 Threat Analysis: The Architect shall assist the Owner in identifying the sources and types of potential threats
that could interrupt, damage or otherwise compromise the stability, function, physical condition or operation of the
facility. The Architect shall provide an analysis of the identified threats for the concurrence of the Owner, which may
include factors that invite potential hostility, building visibility, symbolic value, political influences, and threat
experience.

2.7 FACILITY SURVEY
2.7.1 The Architect shall review the Owners program and perform a survey of the physical conditions of the portions
of the existing facility designated in the Asset Analysis. The Facility Survey may include the elements listed below:
.1 Project Site: The site survey may include property, surrounding terrain and adjacent structures, as well
as accessibility, building circulation patterns and spatial arrangements.
.2 Building Exterior: The building exterior survey may include the roof, areaways, foundation, windows,
entrances and exits.
.3 Building Interior: The building interior survey may include the ceilings, walls, floors, stairways,
elevators and doors.
.4 Mechanical and Electrical Systems: The mechanical and electrical systems survey may include the
condition of equipment, distribution systems, devices, fixtures, finishes and controls.
.5 Data and Communications: The data and communications systems survey may include the condition
and use of equipment, equipment rooms and closets, distribution systems, devices, hardware, software
and licenses.

2.7.2 Assets Inventory: The Architect shall inventory the assets to be protected, as identified in the Asset Analysis,
designating their physical relationship to specific areas of the facility.

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2.8 FACILITY ANALYSIS
2.8.1 Based on the Security Assessment and the Facility Survey, the Architect shall evaluate the existing or proposed
building structure and asset locations to determine the detrimental effects of the specific threats designated in the
Threat Analysis.

2.8.2 The analysis may include computer modeling to simulate the forces of explosive blasts, forced entry or ballistic
attack, structural redundancy, behavior of ductile framing systems, strength of exterior cladding and its effect on the
structural system, and the tendency of systems to progressively collapse. The analysis may also include an evaluation
of the effects on building occupants of a release of hazardous airborne substances both inside and outside the building.

2.9 RISK ASSESSMENT
The Architect shall provide an assessment of the potential effects of identified threats and provide recommendations
for the type of security protection required for mitigation. The assessment will include identification of the costs and
benefits of potential security measures. The Architect shall provide a Risk Assessment Report for review and approval
of the Owner.

2.10 SECURITY DESIGN CONCEPTS
Based on the recommendations in the Risk Assessment Report accepted by the Owner, the Architect shall prepare
design documents.

2.10.1 Existing Facility: If the Risk Assessment is performed for an existing facility, the design documents may
include security concepts for modifications and revisions to building access control and site perimeter security
including vehicle barriers, securing vulnerable entrances and building openings, and installing electronic access
systems; building structure including exterior hardness or physical location to mitigate threats of explosive blasts,
forced entry or ballistic attack; protection of building occupants from the effects of a release of hazardous airborne
substances both inside and outside the building; and modifications to enhance building surveillance including
installing electronic access and monitoring systems. The Architect shall prepare preliminary cost estimates for
construction and installation of the security measures and the anticipated cost of annual operation and maintenance.

2.10.2 Proposed Construction: If the Risk Assessment is performed for a proposed facility, the design documents
for security concepts shall be developed in conjunction with the Owners project design activities. The design
documents may include security concepts for the site perimeter including vehicle barriers, vulnerable building
entrances and openings, and electronic access monitoring systems; and design criteria for the building structure
including exterior hardness or physical location to mitigate threats of explosive blasts, forced entry or ballistic attack,
and protection of building occupants from the effects of a release of hazardous airborne substances both inside and
outside the building. The Architect shall prepare preliminary cost estimates for construction and installation of the
security measures and the anticipated cost of annual operation and maintenance.

2.11 SECURITY EVALUATION AND PLANNING REPORT
The Architect shall prepare a Security Evaluation and Planning Report which shall include, if appropriate, the Security
Assessment, Facility Survey, Facility Analysis, Risk Assessment and Security Design Concepts.

2.12 LIMITATIONS ON SERVICES
2.12.1 In providing the Architects services, the Architect shall endeavor to advise the Owner of security risks
associated with the ownership and use of the Owners property and methods to minimize such risks. The Architect can
not guarantee or warrant that the recommendations of the Architect will be sufficient to eliminate such risks or that
any security measures suggested by the Architect will preclude damage to persons or property caused by the
intentional criminal conduct of individuals or terrorist groups.

2.12.2 The Owner acknowledges the limitations on the scope of the Architects services. The Owner shall protect the
Owners interests by maintaining property insurance on the Owners property and liability insurance to protect the
Owner against the risks of personal injury or death.

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3.1 In addition to the Security Evaluation and Planning Services described above, the Architect shall provide the
following Additional Services only if specifically designated below as the Architects responsibility. The Architect
shall perform such Additional Services in accordance with a service description provided in Section 3.2 or attached as
an exhibit to this services document.
column indicate whether the service description is located in Section 3.2, or in an exhibit attached to this services

(Architect, Owner
or
Not Provided)
identified below)
3.1.1 Data Collection
3.1.2 Owner Supplied Data Analysis
3.1.3 Measured Drawings of Existing Facilities
3.1.4 Programming
3.1.5 Design and Contract Administration
(B2012007)

3.1.6 Detailed Cost Estimating
3.1.8 Special Bidding or Negotiation
3.1.9 On-site Project Representation
3.1.10 Construction Management
3.1.11 Post Occupancy Evaluations
3.1.12 Other

3.2 DESCRIPTION OF ADDITIONAL SERVICES
(Insert a description of each designated Additional Service the Architect shall provide if not included in an exhibit
attached to this document and identified in the table above.)

4.1 The Owner shall furnish a program setting forth the Owners objectives, schedule, constraints and criteria.

4.2 The Owner shall provide the Architect with the level of security required for the Project based on standards
established by the United States General Services Administration, or other applicable requirements.

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4.3 The Owner shall provide to the Architect data necessary for the Security Evaluation and Planning Services which
may include record drawings, shop drawings, operation and maintenance manuals, master plans, building automation
systems, policy and procedure manuals, pertinent records relative to historical building data, code evaluations,
security contracts and security procedures.

4.4 The Owner shall provide full access necessary for the Architect to perform the Architects services, including, if
necessary, a tour of the facility

5.1 For the Architects Security Evaluation and Planning Services described under Article 2, the Owner shall



Special terms and conditions that modify this Standard Form of Architects Services: Security Evaluation and
Planning, if any, are as follows:

Document B209
TM

2007 Instructions
Standard Form of Architects Services: Construction Contract Administration, for
Use Where the Owner Has Retained Another Architect for Design Services
Document


GENERAL INFORMATION
Purpose
AIA Document B2092007 provides the Architects scope of services for Construction Contract Administration in a
standard form that the Owner and Architect can modify to suit the needs of the Project. B2092007 is intended for use
only when the Owner has retained another architect who is responsible for the Projects design and Contract
Documents. Some states require the architect that signs and/or seals the Contract Documents also to perform
construction contract administration services. Before executing this document, users should verify whether such
requirements exist in the jurisdiction where the Project is located.

B2092007 is not a stand-alone document and to become effective it must be incorporated into an owner-architect
agreement. It may be used with AIA Document B1022007, Standard Form of Agreement Between Owner and
Architect, to provide the Architects sole scope of services, or with B1022007 in conjunction with other standard
form services documents. It may also be incorporated into any owner-architect agreement when the agreement is
executed or used with G8022007, Amendment to the Professional Services Agreement, to create a modification to
any owner-architect agreement. If using this B2092007 to modify an existing owner-architect agreement that
provides a written scope of services for construction contract administration, exercise care to ensure that the
incorporation of B2092007 does not create any inconsistencies.




Standard Forms


1
Document


Reproductions

AIA.



terminology used in AIA Document B1012007, Standard Form of Agreement Between Owner and Architect.

are now located in Article 4. The architects services, formerly in Articles 3, 4 and 5 are now set forth in Articles 2
and 3.


USING B2092007
Modifications
document.



software permits.



2
Document


Cover Page
if known.

Identification of the Owner and Architect: State the names and addresses of the parties exactly as they are
identified in the Owner-Architect agreement into which this scope of services document is incorporated, or to which it
provides the scope of services for an amendment.

This table lists certain other services that are not described in this scope of services document, but that may be needed
for the Project. The Architect and Owner should discuss the list and complete the table by indicating whether the
services will be provided and, if so, by whom. The Architect shall not perform any listed service unless specifically
designated in the Responsibility column of the table.

Provide detailed scope of services descriptions of any other services designated in Section 3.1, unless you have chosen
to provide such descriptions in an exhibit attached to the document.

3.3.3
3
Document B209
TM
2007
Standard Form of Architects Services: Construction Contract Administration, for Use
Where the Owner Has Retained Another Architect for Design Services
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THE OWNER:
(Name and address)

THE ARCHITECT:
(Name and address)

THE OWNERS DESIGN ARCHITECT:
(State the name and address of the Owners Design Architect described in Section 2.1
exactly as identified in the agreement between the Owner and the Owners Design
Architect.)

THE AGREEMENT
in the year

TABLE OF ARTICLES


2 CONSTRUCTION CONTRACT ADMINISTRATION SERVICES



5 COMPENSATION


modification.
Before using this document, verify
whether the jurisdiction where the
Project is located requires the
architect that signs and/or seals
the Contract Documents also to
perform construction contract
administration.
used with G8022007,
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2


ARTICLE 2 CONSTRUCTION CONTRACT ADMINISTRATION SERVICES
2.1 The Architect (hereinafter, the Contract Administration Architect) shall provide Construction Contract
Administration Services for the Project independently of the Owners Design Architect, who is responsible for
preparing the Project Design and Contract Documents for the Project but is not a party to this Agreement.

2.2 The Contract Administration Architect shall administer the Contract for Construction. The Contract Administration
Architect shall coordinate its services and those of its consultants with those services provided by the Owner and the
Owners consultants, including the Owners Design Architect.

2.3 The Contract Administration Architect shall consult with the Owners Design Architect as required herein to
perform the Construction Contract Administration Services. When the Contract Administration Architect is required
to consult with the Owners Design Architect, the Contract Administration Architect shall inform the Owner and the
Owners Design Architect of the matter and the nature of the response requested. If the Contract Administration
Architect does not receive a response with reasonable promptness or is unable to agree with the response received, the
Contract Administration Architect shall notify the Owner, who shall promptly (1) consult with the Owners Design
Architect and the Contract Administration Architect, (2) decide the matter, and (3) notify both the Owners Design
Architect and the Contract Administration Architect of its decision. The Contract Administration Architect shall not
be responsible for untimely performance on the part of the Owners Design Architect.

2.4 Subject to Section 3.3, the Contract Administration Architects responsibility to provide the Contract
Administration Services commences with Bidding or Negotiation Services and terminates on the date the Contract
Administration Architect issues the final Certificate for Payment.

2.5 The Contract Administration Architect shall provide administration of the Contract between the Owner and the
Contractor as set forth herein and in AIA Document A2012007, General Conditions of the Contract for
Construction. If the Owner and the Contractor modify AIA Document A2012007, those modifications shall not
affect the Contract Administration Architects services under this Agreement unless the Owner and the Architect
amend this Agreement.

2.6 The Contract Administration Architect shall advise and consult with the Owner during the provision of the
Construction Contract Administration Services. The Contract Administration Architect shall have authority to act on
behalf of the Owner only to the extent provided in this Agreement. The Contract Administration 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 Contract Administration
Architect be responsible for the Contractors failure to perform the Work in accordance with the requirements of the
Contract Documents. The Contract Administration Architect shall be responsible for the Contract Administration
Architects 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.

2.7 The Contract Administration 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 Contract
Administration Architects response to such requests shall be made in writing within any time limits agreed upon or
otherwise with reasonable promptness.

2.8 Interpretations and decisions of the Contract Administration Architect shall be consistent with the intent of, and
reasonably inferable from, the Contract Documents. The Contract Administration Architect shall consult with the
Owners Design Architect before issuing interpretations and decisions in writing or in the form of drawings. When
making such interpretations and decisions, the Contract Administration Architect shall endeavor to secure faithful
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performance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for the results of
interpretations or decisions rendered in good faith.

2.9 If appropriate, the Contract Administration Architect shall, on the Owners behalf, prepare, reproduce and
distribute supplemental drawings, specifications and interpretations in response to requests for information by the
Contractor relative to changed requirements and schedule revisions. The Contract Administration Architect shall
consult with the Owners Design Architect before preparing, reproducing and distributing supplemental drawings,
specifications and interpretations in response to requests for information by the Contractor relative to changed
requirements and schedule revisions.

2.10 The Contract Administration Architect shall decide matters relating to aesthetic effect. The Contract
Administration Architect shall consult with the Owners Design Architect before deciding such matters. Such
decisions shall be final if consistent with the intent expressed in the Contract Documents.

2.11 Unless the Owner and the Contractor designate another person to serve as an Initial Decision Maker, as that
term is defined in AIA Document A2012007, the Contract Administration Architect shall render initial decisions on
Claims between the Owner and Contractor as provided in the Contract Documents.

2.12 Terms in this document shall have the same meaning as those in AIA Document A2012007, General

2.13 BIDDING OR NEGOTIATION SERVICES
2.13.1 The Contract Administration Architect shall assist the Owner in establishing a list of prospective contractors.
Following the Owners approval of the Construction Documents, the Contract Administration Architect shall assist the
Owner in (1) obtaining either competitive bids or negotiated proposals; (2) confirming the responsiveness of bids or
proposals; (3) determining the successful bid or proposal, if any; and (4) awarding and preparing contracts for construction.


2.13.2.2 The Contract Administration Architect shall assist the Owner in bidding the Project by
.2 distributing the Bidding Documents to prospective bidders, requesting their return upon completion of
the bidding process, and maintaining a log of distribution and retrieval and the amounts of deposits, if
any, received from and returned to prospective bidders;

2.13.2.3 If the Bidding Documents permit substitutions, the Contract Administration Architect, in consultation with
the Owners Design Architect, shall consider requests for substitutions and shall prepare and distribute addenda
identifying approved substitutions to all prospective bidders.


2.13.3.2 The Contract Administration Architect shall assist the Owner in obtaining proposals by
.1 procuring the reproduction of Proposal Documents for distribution to prospective contractors and
.3 participating in negotiations with prospective contractors, and subsequently preparing a summary report
of the negotiation results, as directed by the Owner.

2.13.3.3 If the Proposal Documents permit substitutions, the Contract Administration Architect, in consultation with
the Owners Design Architect, shall consider requests for substitutions and shall prepare and distribute addenda
identifying approved substitutions to all prospective contractors.

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2.14 CONTRACT ADMINISTRATION SERVICES
2.14.1.1 The Contract Administration Architect shall visit the site at intervals appropriate to the stage of construction,
or as otherwise required in Section 3.3, 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 Contract
Administration 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 Contract Administration Architect shall keep the
Owner reasonably informed about the progress and quality of the portion of the Work completed, and report to the
Owner (1) known deviations from the Contract Documents and from the most recent construction schedule submitted
by the Contractor, and (2) defects and deficiencies observed in the Work.

2.14.1.2 The Contract Administration Architect has the authority to reject Work that does not conform to the
Contract Documents. Whenever the Contract Administration Architect considers it necessary or advisable, the
Contract Administration 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 such Work is fabricated, installed or completed.
However, neither this authority of the Contract Administration 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 Contract Administration
Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other
persons or entities performing portions of the Work.

2.15 CERTIFICATES FOR PAYMENTS TO CONTRACTOR
2.15.1 The Contract Administration Architect shall review and certify the amounts due the Contractor and shall issue
Certificates for Payment in such amounts. The Contract Administration Architect shall consult with the Owners
Design Architect before issuing Certificates for Payment. The Contract Administration Architects certification for
payment shall constitute a representation to the Owner, based on the Contract Administration Architects evaluation of
the Work as provided in Section 2.14.1 and on the data comprising the Contractors Application for Payment, that, to
the best of the Contract Administration Architects knowledge, information and belief, the Work has progressed to the
point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing
representations are subject (1) to an evaluation of the Work for conformance with the Contract Documents upon
Substantial Completion, (2) to results of subsequent tests and inspections, (3) to correction of minor deviations from
the Contract Documents prior to completion, and (4) to specific qualifications expressed by the Contract
Administration Architect.

2.15.2 The issuance of a Certificate for Payment shall not be a representation that the Contract Administration
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
Contractors right to payment, or (4) ascertained how or for what purpose the Contractor has used money previously
paid on account of the Contract Sum.

2.15.3 The Contract Administration Architect shall maintain a record of Applications and Certificates for Payment.

2.16 SUBMITTALS
2.16.1 The Architect shall review and approve the Contractors submittal schedule and shall not unreasonably delay
or withhold approval. The Architects action in reviewing submittals shall be taken in accordance with the approved
sufficient time in the Architects professional judgment to permit adequate review.

2.16.2 In accordance with the Contract Administration Architect-approved submittal schedule, the Contract
Administration Architect shall review and approve or take other appropriate action upon the Contractors 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 Contractors responsibility. The Contract
Administration Architects review shall not constitute approval of safety precautions or, unless otherwise specifically
stated by the Contract Administration Architect, of any construction means, methods, techniques, sequences or
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procedures of construction, fabrication, transportation or installation. The Contract Administration Architects
approval of a specific item shall not indicate approval of an assembly of which the item is a component.

2.16.3 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 Contract Administration
Architect shall specify the appropriate performance and design criteria that such services must satisfy. The Contract
Administration Architect shall review Shop Drawings and other Submittals related to the Work designed or certified
by the design professional retained by the Contractor that bear such professionals seal and signature when submitted
to the Contract Administration Architect. The Contract Administration Architect shall be entitled to rely upon the
adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such
design professionals.

2.16.4 Subject to Section 3.2, the Contract Administration Architect shall review and respond to requests for information
about the Contract Documents. The Contract Administration 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 Contract Administration Architects response to such requests shall be made in writing within any time
limits agreed upon, or otherwise with reasonable promptness. If appropriate, the Contract Administration Architect shall
prepare and issue supplemental Drawings and Specifications in response to requests for information.

2.16.5 The Contract Administration Architect shall maintain a record of submittals and copies of submittals supplied
by the Contractor in accordance with the requirements of the Contract Documents. Upon the request of the Owners
Design Architect, the Contract Administration Architect shall forward designated Contractors submittals to the
Owners Design Architect for review and approval.

2.17 CHANGES IN THE WORK
2.17.1 The Contract Administration Architect may authorize minor changes in the Work not involving an adjustment
in Contract Sum or an extension of the Contract Time that are consistent with the intent of the Contract Documents.
The Contract Administration Architect shall prepare Change Orders and Construction Change Directives for the

2.17.2 The Contract Administration Architect shall maintain records relative to changes in the Work.

2.18 PROJECT COMPLETION
2.18.1 The Contract Administration Architect shall conduct inspections to determine the date or dates of Substantial
Completion and the date of final completion; issue Certificates of Substantial Completion; receive from the Contractor
and forward to the Owner for the Owners review and records, written warranties and related documents required by
the Contract Documents and assembled by the Contractor; and issue a final Certificate for Payment based upon a final
inspection indicating the Work complies with the requirements of the Contract Documents. The Contract
Administration Architect shall consult with the Owners Design Architect before making such determinations or
issuing such certificates.

2.18.2 The Contract Administration Architects inspections shall be conducted with the Owner and, when directed by
the Owner, the Owners Design Architect 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.

2.18.3 When the Work is found to be substantially complete, the Contract Administration 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.

2.18.4 The Contract Administration 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.

3.1 In addition to the Construction Contract Administration Services described above, the Contract Administration
Architect shall provide other services only if specifically designated below. The Contract Administration Architect
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shall perform such other services in accordance with a service description provided in Section 3.2 or attached as an
exhibit to this services document.
(Designate the other services the Contract Administration Architect shall provide in the second column of the table
below. In the third column indicate whether the service description is located in Section 3.2, or in an exhibit attached
to this services document. If in an exhibit, identify the exhibit.)
Services Responsibilities
(Contract Administration
Architect, Owner or
Not Provided)
identified below)
3.1.1 Special Bidding or Negotiation
3.1.3 On-Site Contract Administration Services
3.1.4 Schedule Development and Monitoring
3.1.5 Value Analysis
3.1.7 Start-up Assistance
3.1.8 Commissioning
3.1.9 Facility Support Services
3.1.10 Post-Contract Evaluation
3.1.11 Tenant-Related Services
3.1.12 Other

3.2 Insert a description of each designated Additional Service the Contract Administration Architect shall provide if
not further described in an exhibit attached to this document.

Except for services required due to the fault of the Contract Administration Architect, any Additional Services
provided in accordance with this Section 3.3 shall entitle the Contract Administration Architect to compensation
pursuant to Section 5.3 and an appropriate adjustment in the Contract Administration Architects schedule.

3.3.1 Upon recognizing the need to perform the following Additional Services, the Contract Administration
Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the
need. The Contract Administration Architect shall not proceed to provide the following services until the Contract
Administration Architect receives the Owners written authorization:
Contract Administration Architect is party thereto;
.7 Assistance to the Initial Decision Maker, if other than the Contract Administration Architect.

3.3.2 To avoid delay in construction, the Contract Administration 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 the Owner subsequently determines that all or parts of those services are not required, the Owner shall give
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prompt written notice to the Contract Administration Architect, and the Owner shall have no further obligation to
compensate the Contract Administration Architect for those services:
Contract Administration Architect;
.6 To the extent the Contract Administration Architects Basic Services are affected, providing Construction
Phase Services 60 days after (1) the date of Substantial Completion of the Work or (2) the anticipated date
of Substantial Completion identified in Initial Information, whichever is earlier.

3.3.3 The Contract Administration Architect shall provide Contract Administration Services exceeding the limits set
forth below as Additional Services. When the limits below are reached, the Contract Administration Architect shall
notify the Owner:
.2 ( ) visits to the site by the Contract Administration Architect over the
duration of the Project during construction
Documents
.4 ( ) inspections for any portion of the Work to determine final
completion

4.1 The Owner shall provide the Contract Administration Architect with a complete set of Contract Documents and
shall obtain from the Owners Design Architect the necessary license to permit the Contract Administration Architect
to reproduce the Owners Design Architects Instruments of Service and to use them in performing the Construction
Contract Administration Services. The Owner shall indemnify the Contract Administration Architect for any
copyright claims arising from the Contract Administration Architects use of the Owners Design Architects
Instruments of Service while performing the Construction Contract Administration Services.

site of the Project, and written legal description of the site. The surveys and legal information shall include, as
locations, dimensions, and necessary data with respect to existing buildings, other improvements and trees; and
inverts and depths. All information on the survey shall be referenced to a Project benchmark.

4.3 The Owner shall furnish services of geotechnical engineers and construction testing services, which may include
but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of
hazardous materials, ground corrosion tests and resistivity tests, including necessary operations for anticipating
subsoil conditions, with reports and appropriate recommendations.

4.4 Except when direct communications have been specially authorized, the Owner shall endeavor to communicate
with the Contractor through the Contract Administration Architect about matters arising out of or relating to the
Contract Documents. The Owner shall notify the Contract Administration Architect of any direct communication
between the Owner and the Contractor. Communications by and with the Contract Administration Architects
consultants shall be through the Contract Administration Architect.
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4.6 For coordination purposes, the Owner shall provide the Contract Administration Architect with a copy of the
agreement between the Owner and the Owners Design Architect.

4.7 The Owner shall furnish the services and timely performance of the Owners Design Architect for the benefit of
the Contract Administration Architect in performing the Construction Contract Administration Services.

4.8 The Owner shall provide the Contract Administration Architect access to the Project site prior to commencement
of the Work and shall obligate the Contractor to provide the Contract Administration Architect access to the Work
wherever it is in preparation or progress.

responsibilities set forth in the Contract for Construction with the Contract Administration Architects services set
forth herein. The Owner shall provide the Contract Administration Architect a copy of the executed agreement
between the Owner and Contractor, including the General Conditions of the Contract for Construction.

5.1 For the Contract Administration Architects Services described under Article 2, the Owner shall compensate the
Contract Administration Architect as follows:

5.2 For Additional Services designated in Section 3.1, the Owner shall compensate the Contract Administration

Owner shall compensate the Contract Administration Architect as follows:

5.4 Compensation for Additional Services of the Contract Administration Architects consultants when not included
in Section 5.2 or 5.3, shall be the amount invoiced to the Architect plus percent ( %),
or as otherwise stated below:

Special terms and conditions that modify this Standard Form of Architects Services: Construction Contract
Administration, if any, are as follows:
(In the space below, provide any modifications or refer to an exhibit attached to this document.)
Document B210
TM
2007 Instructions
Standard Form of Architects Services: Facility Support
Document


GENERAL INFORMATION
Purpose
AIA Document B2102007 provides the Architects scope of services for Facility Support in a standard form that the
Owner and Architect can modify to suit the needs of the Project. It is not a fixed scope of services, but is instead a
menu of services from which the parties may select. B2102007 is not a stand-alone document and to become
2007, Standard Form of Agreement Between Owner and Architect, to provide the Architects sole scope of services,
or with B1022007 in conjunction with other standard form services documents. It may also be incorporated into any
owner-architect agreement when the agreement is executed or used with G802

Professional Services Agreement, to create a modification to any owner-architect agreement




Standard Forms


Reproductions

AIA.


1
Document



B1012007, B1032007, and B1042007.

are now located in Article 4. The architects services, formerly in Articles 3 and 4, are now set forth in Articles 2 and
3. The services themselves are not changed from the previous edition.


USING B2102007
Modifications
document.



software permits.



Cover Page
if known.


Date: Provide the date of the existing owner-architect agreement. Providing that date will assist in identifying this

2.6 Facility Support Services
Before completing B2102007, the Owner and Architect will need to agree upon the scope of Facility Support
2
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services required for the Project. The Architect can assist the Owner by reviewing with the Owner the services listed
in this table. The list offers a broad, but not exhaustive, listing of possible Facility Support services and can serve as a
valuable discussion guide in establishing the final scope of services. The Architect and Owner should complete the
table by indicating whether the listed services will be provided and, if so, by whom. The Architect shall not perform
any listed service unless specifically designated in the Responsibility column of the table.


3
Document B210
TM
2007
Standard Form of Architects Services: Facility Support
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1


THE OWNER:
(Name and address)

THE ARCHITECT:
(Name and address)

THE AGREEMENT
in the year

TABLE OF ARTICLES


2 FACILITY SUPPORT SERVICES



5 COMPENSATION



modification.
used with G8022007,

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ARTICLE 2 FACILITY SUPPORT SERVICES

2.2 The Architect shall make a presentation to explain the Facility Support Services to representatives of the Owner.

2.3 The Architect shall prepare, and periodically update, a schedule of Facility Support Services that shall identify
milestone dates for decisions required of the Owner, services furnished by the Architect, and completion of
documentation to be provided by the Architect. The Architect shall coordinate the Facility Support Services schedule
with the Owners Project schedule.

2.4 The Architect shall prepare a Facility Support Services Report utilizing the Facility Condition Index (FCI) or
other standard format, where applicable, and present it to the Owner.

2.5 The Architect shall submit facility support documentation to the Owner at intervals appropriate to the process for
the Owner to complete the Facility Support Services.

indicate whether the service description is located in Section 2.7 or in an exhibit attached to this services document.
If in an exhibit, identify the exhibit.)

(Architect, Owner
or
Not Provided)
identified below)
2.6.1 Site Survey
2.6.2 Exterior Building Survey
2.6.3 Interior Building Survey
2.6.4 Inventory Building Assets
2.6.5 Mechanical and Electrical Systems Survey
2.6.6 Data and Communication Systems Survey
2.6.7 Energy Operating Cost Evaluation
2.6.8 Labor Operating Cost Evaluation
2.6.9 Vendor Contracts Evaluation
2.6.10 Other Operating Cost Evaluation
2.6.11 Organization Structure Evaluation
2.6.12 Computer Software Evaluation
2.6.13 Building Automation System Evaluation
2.6.14 Work Order Systems Evaluation
2.6.15 Record Documents Evaluation
2.6.16 Administration Evaluation
2.6.17 Policy and Procedure Manuals Evaluation
2.6.18 Equipment Rooms Survey
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(Architect, Owner
or
Not Provided)
identified below)
2.6.19 Code Review
Building Interior
Building Exterior
Site
Other
2.6.20 Agency Reviews
2.6.21 Energy Certification Program
2.6.22 Other

2.7 DESCRIPTION OF SERVICES: A brief description of each Facility Support Service is provided below.
(If necessary, provide in Section 2.8 expanded or modified descriptions of the Facility Support Services listed below.)

2.7.1 Site Survey: Survey the condition of the site, which may include the walkways, parking lots, driveways and
landscaping. Assess the useful life of each.

2.7.2 Exterior Building Survey: Survey the condition of the exterior of the building, which many include the roof,
areaways, foundation, windows, entrances and exits. Assess the useful life of each.

2.7.3 Interior Building Survey: Survey the condition of the interior of the building, which may include the ceilings,
walls, floors, stairways, elevators and doors. Assess the useful life of each.

2.7.4 Inventory Building Assets: Inventory the building assets, which may include the furnishings, fixtures and
equipment. Assess the useful life of each.

2.7.5 Mechanical and Electrical Systems Survey: Survey the mechanical and electrical systems, which may
include the condition of equipment, distribution systems, devices, fixtures, finishes and controls. Assess the useful life
of each.

2.7.6 Data and Communication Systems Survey: Survey data and communication systems, which may include the
condition of equipment, equipment rooms and closets, distribution systems, devices, hardware, software and licenses.
Assess the useful life of each.

2.7.7 Energy Operating Cost Evaluation: Review the energy operating data, which may include the utility bills,
weather data, building automation system, cost of energy, hours of occupancy and applicable codes. Compare
operating costs with industry benchmarks.

2.7.8 Labor Operating Cost Evaluation: Review labor operating data, which may include organization structure,
service contracts, job descriptions, salary structure, benefits, shift coverage and applicable codes. Compare operating
costs with industry benchmarks.

2.7.9 Vendor Contracts Evaluation: Review vendor contracts for materials and services, which may include review
of work tasks and accounting records. Compare vendor contracts with industry benchmarks.

2.7.10 Other Operating Cost Evaluation: Review operating data other than energy and labor data.

2.7.11 Organization Structure Evaluation: Evaluate the organizational structure of the Facility Support Services,
which may include existing structure, potential outsource and out-task services. Compare organization structures with
similar organizations.

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2.7.12 Computer Software Evaluation: Evaluate the implementation of computer maintenance
management software, computer aided facility management software, which may include the database, work orders,
giving consideration to the workflow process, prioritizing balancing of workload and Computer Aided Drafting
layering. Assess the efficiency of the application.

2.7.13 Building Automation System Evaluation: Evaluate the building automatic temperature controls, which may
include a review of record documents, computer software, equipment and system trending, alarms, energy
management and job skills needed for the management of the buildings automation system.

2.7.14 Work Order Systems Evaluation: Evaluate the manual work order systems, which may include a review of
the manual preventive maintenance work order system, the unscheduled work order system, database, workflow
process or prioritizing the workflow. Assess the efficiency of the application.

2.7.15 Record Documents Evaluation: Evaluate the record documents, which may include a review of record
drawings, contract specifications, operation and maintenance manuals, commissioning final report, warranties,
equipment shop drawings and test data reports.

2.7.16 Administration Evaluation: Evaluate the Owners administrative procedures, which may include a review of
administrative organization, computerized software, administrative handbook, job descriptions and job skills.
Compare the administrative procedures with industry standards.

2.7.17 Policy and Procedure Manuals Evaluation: Evaluate the Owners policy and procedure manuals, which
may include a review of personnel requirements, health benefits and personnel training. Compare policy and
procedure manuals with industry standards.

2.7.18 Equipment Rooms Survey: Survey the equipment rooms, which may include a review of the equipment
rooms for mechanical, electrical, data/communication and elevators relative to cleanliness, code compliance, adequate
lighting, and accessibility. Compare with industry standards.

2.7.19 Code Review: Review local, state and federal code requirements as designated in Section 2.6.19 and compare
the existing conditions versus current compliance.

2.7.20 Agency Reviews: Survey the specific requirements of applicable agency and compare the existing conditions
with those required to maintain certification and licensing.

2.7.21 Energy Certification Program: Assist in the application for and submission of the pertinent data for energy
certification, such as LEED
Certification of Existing Building.

(In the space below, provide expanded or modified descriptions of the Facility Support Services listed above, add
other services as space permits, or refer to an exhibit attached to this document.)

3.1 The Architect shall provide Facility Support Services exceeding the limits set forth below as Additional Services.
When the limits are reached, the Architect shall notify the Owner:
.1 ( ) visits to the site by the Architect over the duration of the services
.2 ( ) project interviews by the Architect over the duration of the services
.3 ( ) meetings by the Architect over the duration of the services
.4 ( ) copies of draft or final reports by the Architect over the duration of services
.5 ( ) copies of final report by the Architect over the duration of the services
.6 ( ) presentations of reports by the Architect over the duration of the services

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ARTICLE 4 OWNERS RESPONSIBILITES
4.1 The Owner shall furnish a program setting forth the Owners objectives, schedule, constraints and criteria.

4.2 The Owner shall provide to the Architect data necessary for the Facility Support Services which may include
record drawings, shop drawings, operation and maintenance manuals, master plans, operation costs, operation
budgets, salary structure, organizational changes, job descriptions and qualifications, work order system data, building
automation systems, and administration support and policy and procedure manuals, pertinent records relative to
historical building data, building equipment, building materials, furnishings and repair records.

4.3 The Owner shall provide access to the property, buildings and personnel necessary for the Architect to complete
the services. The personnel shall conduct tours and walk-throughs and explain the facilities original, current and
anticipated future use.

5.1 For the Architects Facility Support Services described under Article 2, the Owner shall compensate the



Special terms and conditions that modify this Standard Form of Architects Services: Facility Support, if any, are as
follows:

Document B211
TM
2007 Instructions
Standard Form of Architects Services: Commissioning
Document is
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. Purchasers are permitted to reproduce
ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects legal

GENERAL INFORMATION
Purpose
AIA Document B2112007 provides the Architects scope of services for Commissioning in a standard form that the
Owner and Architect can modify to suit the needs of the Project. B2112007 is not a stand-alone document and to
B102

Professional Services Agreement, to create a modification to any owner-architect agreement




Standard Forms


Reproductions

AIA.


1
Document



B1012007, B1032007, and B1042007.



USING B2112007
Modifications
document.



software permits.



Cover Page
if known.



2
Document



Provide detailed scope of services descriptions of any other services designated in 3.1, unless you have chosen to
provide such descriptions in an exhibit attached to the document.

3.3 Insert an agreed-upon number in each of the spaces provided.
3
Document B211
TM
2007
Standard Form of Architects Services: Commissioning
Init.
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1


THE OWNER:
(Name and address)

THE ARCHITECT:
(Name and address)

THE AGREEMENT
in the year

TABLE OF ARTICLES


2 COMMISSIONING SERVICES



5 COMPENSATION



modification.
used with G8022007,
Init.
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2

ARTICLE 2 COMMISSIONING SERVICES
with members of the Project team, and issue progress reports. The Architect shall coordinate the services provided by

2.2 The Architect shall prepare, and periodically update, a schedule of Commissioning Services that shall identify
milestone dates for decisions required of the Owner, services furnished by the Architect, and completion of
documentation provided by the Architect. The Architect shall coordinate the Commissioning Services schedule with
the Owners Project schedule.

2.3 The Architect shall make a presentation to explain the Commissioning Services to representatives of the Owner.

2.4 Subject to Section 3.3, the Architect shall assist the Owner by conducting Discovery Sessions.

2.5 The Architect shall submit commissioning documentation to the Owner at intervals appropriate to the process for
the Owner to complete the Commissioning Services.

2.6 COMMISSIONING PLAN
The Architect shall prepare a Commissioning Plan based on the systems to be commissioned, program and schedule.
The Commissioning Plan will describe the commissioning process for the Project and may contain a description of the
objectives of the commissioning, a list of participants and their roles and responsibilities, an outline of the management
structure, a description of how the plan is to be implemented, the commissioning schedule, specific details about design
reviews, a list of systems and components being commissioned and reporting formats.

2.7 DESIGN INTENT DOCUMENT
2.7.1 The Architect shall prepare a Design Intent Document with information provided by the Owner and the
Owners consultants and contractors. The Design Intent Document will describe the performance criteria for the
systems to be commissioned. The performance criteria described in the Design Intent Document shall be quantifiable
and measurable through objective testing.

2.7.2 After the Owners approval of the Design Intent Documents, the Architect shall revise the Design Intent
Document to reflect any changes approved by the Owner as an Additional Service.

2.8 DESIGN REVIEW
The Architect shall review the design of the systems to be commissioned for the limited purpose of determining if the
systems as designed will achieve the requirements of the Design Intent Document. The Architects review shall be
made with such reasonable promptness as to cause no delay in the activities of the Owner or Owners consultants,
while allowing sufficient time in the Architects professional judgment to permit adequate review. Review of the
design is not conducted for the purpose of determining the accuracy and completeness of the design documents and
other details such as quality of materials, appearance, dimensions, quantities and costs. Upon completion of the
review, the Architect shall issue written comments and recommendations.

2.9 COMMISSIONING SPECIFICATIONS
2.9.1 The Architect shall review the Contract Documents and recommend modifications necessary for coordination
with the commissioning requirements and processes, which may include equipment submittals, operation and
maintenance manuals, system readiness tests, and personnel training.

2.9.2 The Architect shall provide Commissioning Specifications for inclusion in the Contract Documents, which will
define the contractors responsibilities related to commissioning. The Commissioning Specifications will identify
systems to be commissioned and may include detailed checklists, test procedures, required test results and warranty
requirements.

2.10 SHOP DRAWING AND SUBMITTAL REVIEW
2.10.1 The Architect shall review contractors submittals, such as Shop Drawings, Product Data and Samples for the
systems to be commissioned, for the limited purpose of evaluating the systems ability to achieve the requirements of
the Design Intent Document. The Architects review shall be made with such reasonable promptness as to cause no
delay in the Work or in the activities of the Owner, Owners consultants or contractors, while allowing sufficient time
in the Architects professional judgment to permit adequate review. Review of such submittals is not conducted for
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the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for
substantiating instructions for installation or performance of equipment or systems, all of which remain the
responsibility of the contractor as required by the Contract Documents. The Architects review shall not constitute
approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means,
methods, techniques, sequences or procedures.

2.10.2 Upon completion of the review, the Architect shall issue written comments for those submittals that deviate
from the requirements of the Design Intent Document. The Owner may choose to accept the deviations, in which case
the Architect shall revise the Design Intent Document and the related Commissioning Specifications as an Additional
Service.

2.11 COMMISSIONING MEETINGS
Subject to Section 3.3, the Architect shall conduct and document commissioning coordination meetings with the
Owner, Owners consultants, contractors and subcontractors, whose systems are included in the Commissioning
Specifications. The Architect shall coordinate these meetings with the Project schedule.

2.12 REVIEW OF DOCUMENTATION DURING CONSTRUCTION
During construction the Architect shall review documentation such as meeting minutes, field reports, minor changes
in the Work, Construction Change Directives, and Change Orders related to the systems to be commissioned. The
Architect shall report to the Owner changes that will prevent the systems from performing as required by the Design
Intent Document. The Owner may choose to accept the changes, in which case the Architect shall revise the Design
Intent Document and the related Commissioning Specifications as an Additional Service.

2.13 OPERATIONS AND MAINTENANCE MANUAL REVIEW
Prior to the start of operator training, the Architect shall review the operations and maintenance manuals submitted by
the contractors for the systems to be commissioned for conformance with the Commissioning Specifications.

2.14 OPERATOR TRAINING
2.14.1 The Architect shall review contractors planning, scheduling, content and documentation for operator training
sessions for conformance with the Commissioning Specifications.

2.14.2 The Architect shall provide operator systems training including the requirements of the Design Intent
Document, special design features, operating sequences and limitations, Functional Performance Test procedures, and
maintenance cycles of the various systems. This training will begin before the contractor demonstrates the system
performance using the Functional Performance Tests. During the commissioning of the systems, the Architect shall
provide operator field training by having the operators assist in the verification of the Functional Performance Tests.

2.14.3 The Architect shall observe contractors training and maintain a training log for inclusion into the Final
Commissioning Report. The training log will include the attendees names, training dates, system or equipment on
which training was performed, and the name, title and contact information of the trainer.

2.15 TEST REPORT REVIEW
Before the start of Functional Performance Testing, the Architect shall observe a portion of the system readiness tests
and shall review the system readiness test reports required by the Contract Documents for the systems to be
commissioned. The Architect shall report to the Owner any observed deficiencies for correction prior to the start of
Functional Performance Testing.

2.16 FUNCTIONAL PERFORMANCE TESTING AND DOCUMENTATION
The Architect shall direct, observe and document the Functional Performance Tests for each system to be commissioned.
The Functional Performance Tests shall follow the procedures included in the Commissioning Specifications. The
Architect shall submit Functional Performance Test reports for each system to the Owner for review.

2.17 DEFICIENCY CORRECTION
The Architect shall generate a Corrective Action Report for each deficiency identified during Functional Performance
Testing. The Architect shall maintain a log of the Corrective Action Reports. Each deficiency shall be resolved by the
appropriate contractor and, after correction of the deficiency, the Architect shall direct, observe, and document re-
testing to confirm that the deficiency has been corrected as an Additional Service.

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2.18 FINAL COMMISSIONING REPORT
The Architect will prepare a Final Commissioning Report including the Commissioning Plan, Design Intent
Document, Commissioning Specification, blank Functional Performance Test procedure forms, system readiness tests
reports, Functional Performance Test reports, Corrective Action Reports and log, and operator training plans and log.

2.19 POST-OCCUPANCY REVIEW
The Architect shall meet with the Owner prior to one year after the date of Substantial Completion to review the
operations and performance of the commissioned systems and to make appropriate recommendations to the Owner.

3.1 In addition to the Commissioning Services described above, the Architect shall provide the following Additional
services document.
column indicate whether the service description is located in Section 3.2, or in an exhibit attached to this services

Services

Responsibility
(Architect, Owner
or
Not Provided)
identified below)
3.1.1 Data Collection
3.1.2 Owner Supplied Data Analysis
3.1.3 Measurement and Verification Studies
3.1.4 Existing Facilities Surveys
3.1.5 Programming
3.1.6 Identification of Systems to be Commissioned
3.1.7 Sustainable Design Studies
3.1.8 LEED
3.1.11 Special Bidding or Negotiations
3.1.12 On-site Project Representation
3.1.13 Construction Management
3.1.14 Record Drawings
3.1.15 Post-occupancy Evaluations
3.1.16 Other

3.2 Insert a description of each service designated in Section 3.1 the Architect shall provide if not included in an
exhibit attached to this document and identified in the table above.

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3.3 The Architect shall provide Commissioning Services exceeding the limits set forth below as Additional Services.
When the limits below are reached, the Architect shall notify the Owner:
.1 Commissioning Meetings:
.1 ( ) Discovery Sessions
.2 ( ) Commissioning Services Presentations
.3 ( ) Design Meetings
.4 ( ) Pre-bid Meetings
.5 ( ) Pre-construction Meetings
.6 ( ) Construction Meetings
.7 ( ) Warranty Meetings
.8 ( ) Post-occupancy Review Meetings
.2 ( ) reviews of each Shop Drawing, Product Data item, sample or
similar submittal of the contractor
.3 ( ) Training Sessions
.4 ( ) reviews of readiness test reports submitted by contractors
during construction
.6 ( ) inspections for any portion of the Work to be commissioned to
determine whether such portion of the Work is ready for Functional Performance Testing
.7 ( ) Functional Performance Tests of each system to be commissioned
.8 ( ) Corrective Action Reports for each system to be commissioned

3.4 To avoid a delay, the Architect shall provide the following Additional Services and shall notify the Owner with
reasonable promptness. If the Owner subsequently determines that all or parts of those services are not required, the
Owner shall give prompt written notice to the Architect, and the Architect shall have no further obligation to provide
those services:
.1 Review of a contractors submittal out of sequence from the submittal schedule agreed to by the
Architect;
.2 Responses to a contractors requests for information 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
.3 Evaluation of substitutions proposed by the Owners consultants or contractors and making subsequent
revisions to the Design Intent Document and Commissioning Specifications resulting therefrom; or
.4 Commissioning Services provided 60 days after the originally scheduled date for completion of the
Commissioning Services in the Commissioning Services schedule.

4.1 The Owner shall identify the systems to be commissioned and furnish a program setting forth the Owners objectives,
schedule, constraints and criteria, system requirements and relationships, special equipment and site requirements.

4.2 The Owner shall provide to the Architect data necessary for the Commissioning Services which may include
design drawings, construction documents, record drawings, shop drawings and submittals, operation and maintenance
manuals, master plans, operation costs, operation budgets, and pertinent records relative to historical building data,
building equipment, furnishings and repairs.

4.3 The Owner shall provide access to the property, buildings, and personnel necessary for the Architect to provide
the Commissioning Services. The personnel shall conduct tours and walk-throughs and explain the facilitys original,
current and anticipated future use.

4.4 The Owner shall furnish the services of design consultants, testing agencies, and contractors necessary to allow
the Architect to provide the Commissioning Services.

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5.1 For the Architects Commissioning Services described under Article 2, the Owner shall compensate the Architect
as follows:


5.3 For Additional Services that may arise during the course of the Project, including those under Sections 3.3 and
3.4, the Owner shall compensate the Architect as follows:

stated below:

Special terms and conditions that modify this Standard Form of Architects Services: Commissioning, if any, are as
follows:

Document B214
TM
2007 Instructions
Standard Form of Architects Services: LEED
Certification
AIA Document 214 2007. Copyright 2004 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA
Document

it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted
to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of

GENERAL INFORMATION
Purpose
AIA Document B2142007 provides the Architects scope of services for LEED Certification in a standard form that
the Owner and Architect can modify to suit the needs of the Project. B2142007 is not a stand-alone document and to
B102





Standard Forms
Most AIA documents published since 1906 have contained in their titles the words "Standard Form." The term
"standard" is not meant to imply that a uniform set of contractual requirements is mandatory for AIA members or


Reproductions

AIA.


1
Document


To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal

B1012007, B1032007, and B1042007.



USING B2142007
Modifications
document.



software permits.


permitted under the user's limited license for use of the document, constitute the creation of a derivative work and
violate the AIA's copyright.

Cover Page
if known.



2
Document



3
Document B214
TM
2007
Standard Form of Architects Services: LEED
Certification
Init.
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1


THE OWNER:
(Name and address)

THE ARCHITECT:
(Name and address)

THE AGREEMENT
in the year

TABLE OF ARTICLES


2 LEED CERTIFICATION SERVICES



5 COMPENSATION



modification.
used with G8022007,
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ARTICLE 2 LEED CERTIFICATION SERVICES
with members of the Project team, and issue progress reports. The Architect shall coordinate the services provided by

2.2 The Architect shall submit U.S. Green Building Councils (USGBCs) Leadership in Energy and Environmental
Design (LEED) certification documentation to the Owner at intervals appropriate to the LEED certification process
for purposes of evaluation and approval by the Owner. The Architect shall be entitled to rely on approvals received
from the Owner to complete the LEED Certification Services.

2.3 PREDESIGN WORKSHOP
The Architect shall conduct a predesign workshop with the Owner, the Owners consultants, and the Architects
consultants at which the participants will review the LEED Green Building Rating System. The participants will also
examine each LEED credit utilizing the appropriate Green Building Rating System Project Checklist as a template for
establishing green building goals, identify potential LEED points, examine strategies for implementation, assess the
impact on the Owners program and budget, and determine the LEED points to be targeted.

2.4 LEED CERTIFICATION PLAN
2.4.1 The Architect shall prepare a LEED Certification Plan based on the LEED points targeted. The LEED
Certification Plan will describe the LEED certification process and may contain a description of the green building
goals established, LEED points targeted, implementation strategies selected, list of participants and their roles and
responsibilities, description of how the plan is to be implemented, certification schedule, specific details about design
reviews, list of systems and components to be certified, and certification documentation required.

2.4.2 Subject to Section 3.1, the Architect shall revise the LEED Certification Plan as the design and construction of
the Project progresses to reflect any changes approved by the Owner, as a Change in Services.

2.5 LEED CERTIFICATION DOCUMENTATION
2.5.1 The Architect shall organize and manage the LEED design documentation and certification process.

2.5.2 The Architect shall review the LEED certification process and regularly report progress to the Owner.

2.5.3 The Architect shall provide the services of LEED accredited professionals necessary for certification of the
Project.

2.5.4 The Architect shall register the Project with the USGBC. Registration fees charged by the USGBC shall be a
reimbursable expense.

2.5.5 Subject to Section 3.1, the Architect shall prepare submittals for Credit Rulings from the USGBC for
interpretation of credit language, principles, or implementation strategies. Credit Ruling fees charged by the USGBC
shall be a reimbursable expense.

2.5.6 Subject to Section 3.1, the Architect shall prepare and submit a LEED Certification Application for the Project
to the USGBC, including required calculations and documentation for each LEED credit claimed, in accordance with
the LEED Certification Plan.

2.5.7 Subject to Section 3.1, the Architect shall prepare responses and submit additional documentation required by
comments or questions received from the USGBC after review of the original submission for certification.

2.6 LEED CERTIFICATION SPECIFICATIONS
The Architect shall provide specifications that incorporate LEED requirements for inclusion in the Contract
Documents. The Contract Documents shall define the Contractors responsibilities and documentation requirements
related to LEED certification, including Construction Waste Management, Construction Indoor Air Quality, and
obtaining materials credits.

2.7 LEED CERTIFICATION SERVICES DURING BIDDING
2.7.1 The Architect shall conduct a pre-bid meeting to review the differences between current standard construction
practices and LEED principles, procedures, and requirements.
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2.7.2 The Architect shall prepare responses to questions from prospective bidders and provide clarifications and
interpretations of the Bidding Documents related to LEED certification in the form of addenda.

2.7.3 The Architect shall consider requests for substitutions, if permitted by the Bidding Documents, and shall
prepare addenda identifying approved substitutions related to LEED certification.

2.7.4 The Architect shall assist the Owner in bid validation or proposal evaluation and determination of the
successful bid or proposal, if any, related to LEED certification.

2.8 LEED CERTIFICATION SERVICES DURING CONTRACT ADMINISTRATION
2.8.1 The Architect shall review properly prepared, timely requests by the Contractor for additional information
about the Contract Documents related to LEED certification. A properly prepared request for additional information
about the Contract Documents shall be in a form prepared or approved by the Architect and shall include a detailed
written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the
clarification requested.

2.8.2 If deemed appropriate by the Architect, the Architect shall, on the Owners behalf, prepare, reproduce and
distribute supplemental Drawings, Specifications and information in response to requests for information by the
Contractor related to LEED certification.

2.8.3 Subject to Section 3.1, the Architect, as a representative of the Owner, shall visit the site at intervals
appropriate to the stage of the Contractors operations, or as otherwise agreed by the Owner and the Architect in
Section 3.1.4, to become generally familiar with and to keep the Owner informed about the progress of the portions of
the Work related to LEED certification. However, the Architect shall not be required to make exhaustive or
continuous on-site inspections to check the quality or quantity of the Work. The Architect shall not have control over,
charge of, or be responsible for, the construction means, methods, techniques, sequences or procedures, or for safety
precautions and programs in connection with the Work, since these are solely the Contractors rights and

2.8.4 The Architect shall at all times have access to the Work wherever it is in preparation or progress.

2.8.5 Subject to Section 3.1, the Architect shall review and approve or take other appropriate action upon the
Contractors submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of
checking for conformance with requirements for LEED certification. The Architects action shall be taken with such
reasonable promptness as to cause no delay in the Work or in the activities of the Owner, Owners consultants or
Contractor, while allowing sufficient time in the Architects professional judgment to permit adequate review. 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 Contractors
responsibility. The Architects review shall not constitute approval of safety precautions or, unless otherwise
specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The
Architects approval of a specific item shall not indicate approval of an assembly of which the item is a component.

2.8.6 The Architect shall review properly prepared, timely requests by the Owner, Owners consultants or Contractor
for changes in the Work related to LEED certification. A properly prepared request for a change in the Work shall be
accompanied by sufficient supporting data and information to permit the Architect to make a reasonable determination
without extensive investigation or preparation of additional drawings or specifications. If the Architect determines that
requested changes in the Work are not materially different from the requirements for LEED certification, the Architect
shall recommend an order for a minor change in the Work be issued or recommend to the Owner that the requested
change be denied.

2.8.7 If the Architect determines that implementation of the requested changes would result in a material change to
the LEED certification, the Architect shall notify the Owner, who may authorize further investigation of such change.
Upon such authorization, and based upon information furnished by the Contractor, if any, the Architect shall make a
recommendation to the Owner regarding the implementation of the requested changes.

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2.9 FINAL LEED CERTIFICATION REPORT
The Architect shall prepare a Final LEED Certification Report documenting the LEED rating the Project achieved,
including the LEED Certification Plan, LEED Certification Documentation submitted, LEED Certification Reviews
received from the USGBC, together with the specific LEED points that the Project is recognized as having received,
all clarifications or interpretations of credits, and any re-certification requirements.

3.1 The Architect shall provide LEED Certification Services exceeding the limits set forth below as Additional
.1 ( ) revisions to the LEED Certification Plan
.2 ( ) meetings during development of the design and Contract Documents
submittal of the Contractor
during construction
.5 ( ) submittals to the USGBC
.6 ( ) responses to the USGBCs comments and questions

3.2 To avoid delay, 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 the Owner subsequently determines
that all or parts of those services are not required, the Owner shall give prompt written notice to the Architect, and the
Owner shall have no further obligation to compensate the Architect for those services:
.1 Review of a Contractors submittal out of sequence from the submittal schedule agreed to by the
Architect;
.2 Responses to the Contractors requests for information 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
.3 Change Orders and Construction Change Directives requiring evaluation of proposals, including the
preparation or revision of Instruments of Service;
.4 Providing consultation concerning replacement of Work resulting from fire or other cause during
construction;
.5 Evaluation of an extensive number of claims submitted by the Owners consultants, the Contractor or
others in connection with the Work;
.6 Evaluation of substitutions proposed by the Owners consultants or contractors and making subsequent
revisions to Instruments of Service resulting therefrom; or
.7 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner.

4.1 The Owner shall furnish a program setting forth the Owners objectives, schedule, constraints and criteria,
including system requirements and relationships, special equipment and site requirements.

4.2 The Owner shall provide to the Architect data necessary for the LEED Certification Services which may include
design drawings, construction documents, record drawings, shop drawings and other submittals, operation and
maintenance manuals, master plans, operation costs, operation budgets, pertinent records relative to historical building
data, building equipment and furnishing and repair records.

4.3 The Owner shall provide access to the property, buildings, and personnel necessary for the Architect to provide
the LEED Certification Services. The personnel shall conduct tours and walk-throughs and explain the facilitys
original, current and anticipated future use.

4.4 The Owner shall furnish the services of design consultants, testing agencies, and contractors necessary to allow
the Architect to provide the LEED Certification Services.

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For the Architects LEED Certification Services described under Article 2, the Owner shall compensate the Architect
as follows:

5.2 For Additional Services that may arise during the course of the Project, including those under Sections 3.1 and
3.2, the Owner shall compensate the Architect as follows:


Special terms and conditions that modify this Standard Form of Architects Services: LEED Certification, if any, are
as follows:

Document B252
TM
2007 Instructions
Standard Form of Architects Services: Architectural Interior Design
Document


1

GENERAL INFORMATION
Purpose
AIA Document B2522007 provides the Architects scope of services for Architectural Interior Design in a standard
form that the Owner and Architect can modify to suit the needs of the Project. B2522007 also includes services for
the design of furniture, furnishings and equipment (FF&E). B2522007 is not a stand-alone document and to become
2007, Standard Form of Agreement Between Owner and Architect without a Predefined Scope of Architects
Services, to provide the Architects sole scope of services, or with B1022007 in conjunction with other standard form
services documents. It may also be incorporated into any owner-architect agreement when the agreement is executed
or used with G8022007, Amendment to the Professional Services Agreement, to create a modification to any
owner-architect agreement.

Related Documents
for Furniture, Furnishings and Equipment, and AIA Document A2012007, General Conditions of the Contract for
Construction, both of which it incorporates by reference.

Where the Owner requires design services related only to the purchase of FF&E and not including architectural
interior design services, AIA Document B1532007, Standard Form of Agreement Between Owner and Architect for
Furniture, Furnishings and Equipment Design, or AIA Document B2532007, Standard Form of Architects Services:
Furniture, Furnishings and Equipment Design, may be used. However, B2532007 is not a stand-alone document, and
must be incorporated into an owner-architect agreement.

FF&E:





Document



Standard Forms


Reproductions

B2522007, but only for use in connection with a particular project. The AIA will not permit reproduction outside of
the limited license for reproduction granted above, except upon written request and receipt of written permission from
the AIA.



B1012007, B1032007 and B1042007.

now incorporated into Article 2, except that former Section 1.5, Evaluation of Budget and Cost of the Work, is revised
and placed in Article 5, Cost of the Work. Supporting Services, formerly in Article 2, are re-titled Owners
Responsibilities and are now located in Article 4. The architects services, formerly in Articles 3, 4, 5 and 6, are now
set forth in Articles 2 and 3. The services themselves are changed from the previous edition to conform to the
Architects services in B1012007, B1032007 and B1042007.


USING B2522007
Modifications
document.

2
Document




software permits.



Cover Page
if known.



This table lists certain Additional Services that are not described in this scope of services document, but that may be
needed for the Project. The Architect and Owner should discuss the list and complete the table by indicating whether
the services will be provided and, if so, by whom. The Architect shall not perform any listed service unless



3
Document B252
TM

2007
Standard Form of Architects Services: Architectural Interior Design
Init.
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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. Purchasers
are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The
American Institute of Architects legal counsel, copyright@aia.org.

1


THE OWNER:
(Name and address)

THE ARCHITECT:
(Name and address)

THE AGREEMENT
This Standard Form of Architects Services is part of or modifies the accompanying
Owner-Architect Agreement (hereinafter, the Agreement) dated the day of in the
year

TABLE OF ARTICLES


2 ARCHITECTURAL INTERIOR DESIGN SERVICES



5 COST OF THE WORK

6 COMPENSATION


(List below information that will affect the Architects performance, including the Owners Budget for the Cost of the
Work, and the Owners anticipated dates for commencement of construction and Substantial Completion.)

modification.
used with G8022007,
agreement.
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ARTICLE 2 ARCHITECTURAL INTERIOR DESIGN SERVICES
2.1 The Architect shall manage and administer the Architectural Interior Design Services. The Architect shall consult
with the Owner, research applicable criteria, attend Project meetings, communicate with members of the Project team
and issue progress reports. The Architect shall coordinate the services provided by the Architect and the Architects
consultants with those services provided by the Owner and the Owners consultants.

2.2 The Architect shall prepare, and periodically update, a schedule of Architectural Interior Design Services that
identifies milestone dates for decisions required by the Owner, services furnished by the Architect and completion of
documentation to be provided by the Architect. The Architect shall coordinate the Architectural Interior Design
Services schedule with the Owners Project schedule.

to complete the Architectural Interior Design Services.

significant financial interest; or (3) undertake any activity or employment or accept any contribution if it would

Project in order to understand the goals and objectives of the Owner with respect to their impact on the Owners space
requirements.

2.5.2 The Architect shall review the requirements necessary for the various Project functions, relationships or
operations, such as those for existing and projected personnel, space, furniture, furnishings and equipment, operating
procedures and communications.

2.5.3 The Architect shall assist the Owner in the preparation of a budget for the Work and a Project schedule.

2.5.4 The Architect shall gather information to be furnished by the Owners representatives to aid the Architect in
understanding the Owners present, short-term and long-term personnel and space requirements, including special
equipment needs, organizational structure, adjacencies and workflow.

2.5.5 The Architect shall conduct interviews with the Owners representatives and shall observe existing conditions at
the Owners facilities.

2.5.6 The Architect shall develop personnel space standards based upon an evaluation of the functional requirements
and standards of the Owner. Personnel space standards shall take into consideration the design and layout of furniture
system workstation environments, if applicable. The proposed space standards shall be submitted for the Owners
review and approval.

2.5.7 The Architect shall develop a general understanding of the Owners equipment requirements, including data and
telecommunications equipment, reproduction equipment and the corresponding environmental conditions required to
maintain such equipment.

planning of the facility. The Architect shall prepare a written space program for the Owners review and approval.

2.6 PRE-LEASE ANALYSIS AND FEASIBILITY PHASE SERVICES
2.6.1 At the request of the Owner, the Architect shall evaluate alternative buildings with respect to the Owners
programmatic requirements. The number of alternative buildings shall be specified in Article 7.

2.6.2 The Architect shall review the alternative buildings with respect to gross, usable or rentable area, building
configuration and architectural features.

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2.6.3 The Architect shall prepare one (1) test floor plan in each alternate building.

2.6.4 The Architect shall review the quality and quantity of the building standards being offered in the landlords
workletter.

2.6.5 The Architect shall report to the Owner observations and recommendations based on the evaluation of the
alternative buildings.

2.7.1 Based on the approved written program, the Architect shall prepare for the Owners approval adjacency
diagrams showing the general functional relationships for both personnel and operations.

furnishings and equipment, and shall notify the Owner of anticipated impacts that such designs and methods may have
on the Owners program, financial and time requirements, and the scope of the Project.

2.7.3 Upon approval of the adjacency diagrams, the Architect shall prepare a space plan that delineates the location
of walls, doors, windows, rooms, offices, workstation areas and special use areas to conform to program requirements.
The Architect shall submit the space plan for the Owners review and approval.

2.7.4 The Architect shall prepare the design concept for the Project, indicating the types and quality of finishes and
materials and furniture, furnishings and equipment.

2.7.5 The Architect shall assist the Owner in the preparation of a preliminary Project schedule and when the Project
requirements have been sufficiently identified, the Architect shall prepare a preliminary estimate of the Cost of the
Work.

2.8.1 Based on the approved Schematic Design, the Architect shall prepare and present, for approval by the Owner,
Design Development Documents, which shall consist of drawings and other documents describing the size and
character of the interior construction of the Project.

2.8.2 The Architect shall obtain product data and prepare illustrations for furniture, furnishings and equipment as may
be appropriate for the Project, including specially designed items or elements, to indicate finished appearance and
functional operation.

2.8.3 The Architect shall illustrate the architectural and decorative character of the Project. Such illustrations may
include drawings, plans, elevations, sections, renderings, photographs, and samples of actual materials, colors and
finishes.


2.9.1 Based on the approved Design Development Documents and other documents including schedule and estimate
of the Cost of the Work, the Architect shall prepare Construction Documents for the Owners approval. The
Construction Documents shall illustrate and describe the further development of the approved Design Development
Documents and shall consist of Drawings, Specifications and other documents required to describe the interior
construction necessary for the Project.

2.9.2 The Contract Documents shall include plans, elevations, sections, schedules, details and specifications required
to describe the interior construction work.

2.9.3 The Architect shall prepare, for the Owners approval, documents describing the requirements for the
procurement, fabrication, shipment, delivery and installation of furniture, furnishings and equipment for the Project.

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2.9.4 The Architect shall assist the Owner in the preparation of the necessary Quotation and Bidding Documents.


2.10 BIDDING AND QUOTATION PHASE SERVICES
2.10.1 Following the Owners approval of the Contract Documents, the Architect shall assist the Owner in
establishing a list of prospective contractors for construction and vendors for furniture, furnishings and equipment.

2.10.2 The Architect shall assist the Owner in obtaining competitive bids or negotiated proposals for construction and
quotations for furniture, furnishings and equipment.

2.10.3 Bidding Documents shall consist of bidding requirements and the proposed Contract Documents.

2.10.4 Quotation Documents shall consist of quotation requirements and the proposed Contract Documents.

2.10.5 The Architect shall prepare written responses to questions from prospective contractors and vendors and
provide written clarifications and interpretations of the Bidding and Quotation Documents in the form of addenda.

2.10.6 The Architect shall assist the Owner in reviewing bids and quotations. The Architect shall assist the Owner in
awarding and preparing agreements for the Project.

behalf of the Owner with funds provided by the Owner, the duties and compensation related to such additional services
shall be set forth in a separate agreement.

2.11.1 GENERAL
2.11.1.1 The Architect shall provide administration of the Contract between the Owner and Contractor as set forth
below and in the AIA Document A2012007, General Conditions of the Contract for Construction. If the Owner and
the Contractor modify AIA Document A2012007, those modifications shall not affect the Architects services under
the Agreement unless the Owner and the Architect amend the Agreement.

shall have authority to act on behalf of the Owner only to the extent provided in the Agreement unless otherwise
modified by written amendment. The Architect shall not have control over, charge of, or responsibility for the
construction means, methods, techniques, sequences or procedures, fabrication, procurement, shipment, delivery or
installation, or for safety precautions and programs in connection with the Work, nor shall the Architect be responsible
Architect shall be responsible for the Architects negligent acts or omissions but shall not have control over or charge

with the award of the Contract for Construction and terminates on the date the Architect issues the final Certificate for
Payment.


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 the Owner and Contractor, shall not
show partiality to either, and shall not be liable for the results of interpretations or decisions rendered in good faith.
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The Architects decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in
the Contract Documents.

is defined in A2012007, the Architect shall render initial decisions on Claims between the Owner and Contractor as
provided in the Contract Documents.



foregoing representations are subject to (1) an evaluation of the Work for conformance with the Contract Documents
upon Substantial Completion; (2) the results of subsequent tests and inspections; (3) the correction of minor deviations
from the Contract Documents prior to final completion; and (4) specific qualifications expressed by the Architect.

exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed construction
means, methods, techniques, sequences or procedures of construction, fabrication, procurement, shipment, delivery or
installation; (3) reviewed copies of requisitions received from subcontractors and material suppliers and other data
requested by the Owner to substantiate the Contractors right to payment; or (4) ascertained how or for what purpose
the Contractor has used money previously paid on account of the Contract Sum.


2.11.4 SUBMITTALS
2.11.4.1 The Architect shall review and approve the Contractors submittal schedule and shall not unreasonably delay
or withhold approval. The Architect's action in reviewing submittals shall be taken in accordance with the approved
sufficient time in the Architect's professional judgment to permit adequate review.

are the Contractors responsibility. The Architects review shall not constitute approval of safety precautions or, unless
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otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or
procedures of construction, fabrication, transportation or installation. The Architects approval of a specific item shall
not indicate approval of an assembly of which the item is a component.

appropriate performance and design criteria that such services must satisfy. The Architect shall review Shop Drawings

2.11.4.4 Subject to Section 3.3, 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 Architects 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 requests for
information.


Documents and do not involve an adjustment in Contract Sum or an extension of the Contract Time. Subject to Section
3.3, the Architect shall prepare Change Orders and Construction Change Directives for the Owners approval and
execution in accordance with the Contract Documents.

2.11.5.2 The Architect shall maintain records relative to Changes in the Work.

2.11.6 CONSTRUCTION COMPLETION

2.11.6.2 The Architects inspection shall be conducted with the Owner to check conformance of the Work with the


2.11.6.4 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)

Equipment.

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7

2.12.2 The Architect shall assist the Owner in coordinating schedules for fabrication, delivery and installation of the
Work, but shall not be responsible for any failure of a vendor to meet schedules for completion or to perform its

2.12.3 The Architect shall review and approve or take other appropriate action upon the Vendors submittals such as

equipment at the time of their delivery to the premises and installation unless otherwise provided. The Architect is not

equipment.

to become generally familiar with, and to keep the Owner informed about, 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. The Architect shall not have
control over, charge of, or responsibility for the means, methods, techniques, sequences or procedures, fabrication,
shipment, delivery or installation, or for the safety precautions and programs in connection with the Work.

3.1 In addition to the Architectural Interior Design Services described above, the Architect shall provide Additional
services document.

(Architect, Owner
or
Not Provided)
identified below)
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8

(Architect, Owner
or
Not Provided)
identified below)
3.1.20 Equipment Testing and Training
3.1.21 Other

3.2 Insert a description of each designated Additional Service the Architect shall provide if not further described in
an exhibit attached to this document.

3.3 Additional Services may be provided after execution of the Agreement, without invalidating the Agreement.
Section 3.3 shall entitle the Architect to compensation pursuant to Section 6.3, and an appropriate adjustment in the

the Owner's schedule or budget for Cost of the Work, or procurement or delivery method;
performance on the part of the Owner or the Owner's consultants or contractors;
.9 Consultation concerning replacement of Work resulting from fire or other cause during construction, or

.1 Reviewing a Contractor's submittal out of sequence from the submittal schedule agreed to by the
Architect;
.2 Responding to the Contractor's requests for information that are not prepared in accordance with the
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9

.3 Preparing Change Orders, and Construction Change Directives that require evaluation of Contractors
.4 Evaluating an extensive number of Claims;
.6 To the extent the Architects services are affected, providing Construction Phase Services 60 days after
(1) the date of Substantial Completion of the Work or (2) the anticipated date of Substantial

submittal of the Contractor
during construction
Documents

3.3.4 If the services covered by the Agreement have not been completed within ( )
months of the date of the Agreement, through no fault of the Architect, extension of the Architect's services beyond

the Project.



4.4 Except as otherwise provided in the Agreement, or when direct communications have been specially authorized,

Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility,
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.

for the Cost of the Work as defined in Section 5.1; (2) the Owners other costs; and (3) reasonable contingencies

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10

4.7 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. The
delay in the orderly and sequential progress of the Architect's services.

site of the Project, and a written legal description of the site.

Owner and the Owners consultants. The Owner shall furnish the services of consultants other than those designated in
the 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 maintain professional liability insurance appropriate to the services provided.


reasonably necessary at any time for the Project to meet the Owner's needs and interests.

defect in the Project, including errors, omissions or inconsistencies in the Architect's Instruments of Service.

responsibilities set forth in the Contract for Construction with the Architects services set forth herein. The Owner shall
provide the Architect a copy of the executed agreement between the Owner and Contractor, including the General

5.1 For purposes of the Agreement, the Cost of the Work shall be the total cost to the Owner to construct, purchase
and install all elements of the Project designed or specified by the Architect and shall include contractors and
vendors general conditions costs, overhead and profit. The Cost of the Work does not include the compensation of the
Architect, the costs of the land, rights-of-way, financing, contingencies for changes in the Work or other costs that are
the responsibility of the Owner.

5.2 The Owner's budget for the Cost of the Work shall be provided in Article 1, Initial Information. Evaluations of
the Owners budget for the Cost of the Work, the preliminary estimate of the Cost of the Work and updated estimates
of the Cost of the Work prepared by the Architect represent the Architects judgment as a design professional. It is
recognized, however, that neither the Architect nor Owner has control over the cost of labor, materials, furniture,
furnishings or equipment; over the Contractors methods of determining bid prices; or over market conditions.
Accordingly, the Architect cannot and does not warrant or represent that bids or quotations will not vary from the
Owners 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.

5.3 In preparing estimates of the Cost of the Work, the Architect shall be permitted to include contingencies for
design, bidding and price escalation; to determine what materials, furniture, furnishings and equipment, finishes,
component systems and types of construction are to be included in the Contract Documents; to make reasonable
adjustments in the program and scope of the Project; and to include in the Contract Documents alternate bids as may
be necessary to adjust the estimated Cost of the Work to meet the Owners budget for the Cost of the Work. The
Architects estimate of the Cost of the Work may be based on current area, volume or similar conceptual estimating
techniques. If an increase in the Contract Sum occurring after execution of the Contract between the Owner and the
Contractor causes the budget for the Cost of the Work to be exceeded, that budget shall be increased accordingly.

5.4 If bidding or requests for quotations have not commenced within 90 days after the Architect submits the Contract
Documents to the Owner, through no fault of the Architect, the Owners budget for the Cost of the Work shall be
adjusted to reflect changes in the general level of prices in the applicable market.

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11

5.5 As the design process progresses through the end of the preparation of the Contract Documents, the Architect
shall update and refine the preliminary estimate of the Cost of the Work. The Architect shall advise the Owner of any
adjustments to previous estimates of the Cost of the Work indicated by changes in Project requirements or general
market conditions. If at any time the Architects estimate of the Cost of the Work exceeds the Owners budget for the
Cost of the Work, the Architect shall make appropriate recommendations to the Owner to adjust the Projects size,
quality or budget, and the Owner shall cooperate with the Architect in making such adjustments.

5.6 If the Owners budget for the Cost of the Work at the conclusion of the Contract Documents Phase Services is
exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall
.3 terminate in accordance with the accompanying Owner-Architect Agreement;
.4 in consultation with the Architect, revise the Projects program, scope or quality as required to reduce
.5 implement another mutually acceptable alternative.

modify the Contract Documents as necessary to comply with the Owners budget for the Cost of the Work at the
conclusion of the Contract Documents Phase Services, or the budget as adjusted under Section 5.6.1. The Architects
modification of the Contract Documents shall be the limit of the Architects responsibility under this Article 5.

6.1 For the Architect's Services described under Article 2, the Owner shall compensate the Architect as follows:



6.4 Compensation for Additional Services of the Architect's consultants when not included in Section 6.2 or 6.3, shall
be the amount invoiced to the Architect plus percent ( %), or as otherwise stated below:

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6.5 Where compensation for the Architects Services is based on a stipulated sum or percentage of the Cost of the

Pre-lease Analysis and Feasibility Services Phase percent ( %)
Bidding and Quotation Phase percent ( %)
Construction Contract Administration Phase percent ( %)
percent ( %)
percent ( %)


or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are
performed on those portions, in accordance with the schedule set forth in Section 6.5 based on (1) the lowest bona fide
bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent estimate of the Cost of the
Work for such portions of the Project. The Architect shall be entitled to compensation in accordance with the
Agreement for all services performed whether or not the Construction Phase is commenced.

6.7 The hourly billing rates for services of the Architect and the Architect's consultants, if any, are set forth below.

Special terms and conditions that modify this Standard Form of Architects Services: Architectural Interior Design, if
any, are as follows:

Document B253
TM
2007 Instructions
Standard Form of Architects Services: Furniture, Furnishings and Equipment Design
Document


1

GENERAL INFORMATION
Purpose
AIA Document B2532007 provides the Architects scope of services for Furniture, Furnishings and Equipment
(FF&E) Design in a standard form that the Owner and Architect can modify to suit the needs of the Project. B253
2007 is not a stand-alone document and to become effective it must be incorporated into an owner-architect
agreement. It may be used with AIA Document B102
2007, Standard Form of Agreement Between Owner and

Architect without a Predefined Scope of Architects Services, to provide the Architects sole scope of services, or with
B1022007 in conjunction with other standard form services documents. It may also be incorporated into any owner-
architect agreement when the agreement is executed or used with G802
2007, Amendment to the Professional

Services Agreement, to create a modification to any owner-architect agreement.

Related Documents
for Furniture, Furnishings and Equipment, which it incorporates by reference.

FF&E:

A1512007, Agreement Between Owner and Vendor for Furniture, Furnishings and Equipment

Where the Owner requires design services related to the purchase of FF&E as well as architectural interior design
services, AIA Document B1522007, Standard Form of Agreement Between Owner and Architect for Architectural
Interior Design Services, or AIA Document B2522007, Standard Form of Architects Services: Architectural Interior
Design, may be used. However, B2522007 is not a stand-alone document, and must be incorporated into an owner-





Document



Standard Forms


Reproductions

AIA.



B1012007, B1032007, and B1042007.



USING B2532007
Modifications
document.

2
Document



software permits.


Cover Page
if known.




Provide detailed scope of services descriptions of any other services designated in Section 3.1, unless you have chosen
to provide such descriptions in an exhibit attached to the document.

3
Document B253
TM
2007
Standard Form of Architects Services: Furniture, Furnishings and Equipment Design
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THE OWNER:
(Name and address)

THE ARCHITECT:
(Name and address)

THE AGREEMENT
in the year of

TABLE OF ARTICLES


2 FURNITURE, FURNISHINGS AND EQUIPMENT SERVICES



5 COMPENSATION



modification.
used with G8022007,
agreement.

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ARTICLE 2 FURNITURE, FURNISHINGS AND EQUIPMENT SERVICES

2.2 The Architect shall prepare, and periodically update, a schedule that identifies milestone dates for decisions
required by the Owner, services furnished by the Architect and completion of documentation to be provided by the
Architect. The Architect shall coordinate the Furniture, Furnishings and Equipment Design Services schedule with the
Owners Project schedule.

to complete the Furniture, Furnishings and Equipment Design Services.

2.4 Except with the Owners knowledge and consent, the Architect shall not (1) accept trade discounts, (2) have a
significant financial interest, or (3) undertake any activity or employment or accept any contribution if it would

Project in order to understand the goals and objectives of the Owner with respect to their impact on the Owners
furniture, furnishings and equipment requirements.

2.5.2 The Architect shall assist the Owner in the preparation of a budget for the Work.

2.5.3 The Architect shall gather information furnished by the Owners designated representatives to aid the Architect
in understanding the Owners furniture, furnishings and equipment requirements.

2.5.4 The Architect shall develop personnel space standards based upon an evaluation of the existing conditions at
the Owners facilities, and the functional requirements and standards of the Owner. Personnel space standards shall
take into consideration the design and layout of furniture system workstation environments, if applicable. The
proposed space standards shall be submitted for the Owners review and approval.

2.5.5 The Architect shall develop a general understanding of the Owners equipment requirements, including data,
telecommunications, and reproduction equipment related to furniture, furnishings and equipment.

planning of the facility for the Owners review and approval.

2.6.1 Based on the approved written program, the Architect shall prepare the design concept for the furniture,
furnishings and equipment of the Project, indicating the types and quality.

furnishings and equipment.

2.6.3 The Architect shall assist the Owner in the preparation of a preliminary Project schedule and estimate of the
Cost of the Work.

2.7.1 Based on the approved Schematic Design, the Architect shall obtain product data and prepare illustrations for
furniture, furnishings and equipment as may be appropriate for the Project, including specially designed items or
elements, to indicate finished appearance and functional operation.

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2.7.2 The Architect shall illustrate the design character of the Project. Such illustrations may include drawings, plans,
elevations, renderings, photographs, and samples of actual materials, colors and finishes.


2.8.1 Based on the approved Design Development drawings and other documents, including schedule and estimate of
the Cost of the Work, the Architect shall prepare Drawings, Specifications and other documents required to describe
the requirements for the fabrication, procurement, shipment, delivery and installation of furniture, furnishings and
equipment for the Project.

2.8.2 The Architect shall assist the Owner in the preparation of the necessary Quotation Documents.

2.9 QUOTATION PHASE SERVICES
2.9.1 The Architect shall assist the Owner in establishing a list of proposed vendors for furniture, furnishings and
equipment.

2.9.2 The Architect shall assist the Owner in obtaining quotations for furniture, furnishings and equipment.

2.9.3 The Architect shall prepare written responses to questions from vendors preparing quotations and provide
written clarifications and interpretations of the Quotation Documents in the form of addenda.

2.9.4 The Architect shall assist the Owner in the review of quotations including conformance with the design concept

2.9.5 Quotation Documents include the Quotation Requirements and the proposed Contract Documents.

2.9.6 The Architect shall assist the Owner in awarding and preparing agreements with vendors.

2.9.7 If the Owner and Architect agree that the Architect will purchase furniture, furnishings and equipment on behalf
of the Owner with funds provided by the Owner, the duties and compensation related to such additional services shall
be set forth in a separate agreement.

forth below and in AIA Document A251
TM
2007, General Conditions of the Contract for Furniture, Furnishings and
Equipment.

2.10.2 The Architect will assist the Owner in coordinating schedules for fabrication, delivery and installation of the
Work, but will not be responsible for any failure of a Vendor to meet schedules for completion or to perform its

2.10.3 The Architect shall review and approve or take other appropriate action upon a Vendors submittals such as

2.10.4 As the buyer of goods, the Owner shall receive, inspect, and accept or reject furniture, furnishings and
equipment at the time of their delivery to the premises and installation unless otherwise agreed. The Architect is not

equipment.

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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. The Architect shall not have control over, charge of, or be responsible for
the means, methods, techniques, sequences or procedures of fabrication, shipment, delivery or installation, or for the
safety precautions and programs in connection with the Work, as these are solely the Vendors rights and

3.1 In addition to the Furniture, Furnishings and Equipment Design Services described above, the Architect shall
provide the following Additional Services only if specifically designated below as the Architects responsibility. The
Architect shall perform such Additional Services in accordance with a service description provided in Section 3.2 or
attached as an exhibit to this services document.

(Architect, Owner
or
Not Provided)
identified below)
3.1.20 Other

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3.2 DESCRIPTIONS OF ADDITIONAL SERVICES
(Insert a description of each service in Section 3.1 the Architect shall provide if not further described in an exhibit

the Project.


4.3 The Owner shall establish and update an overall budget for the Project, including the Cost of the Work, the
Owners other costs and reasonable contingencies related to all of these costs. The Cost of the Work shall be the total
cost including applicable taxes or, to the extent the Project is not completed, the estimated cost to the Owner of all
elements of the Project designed or specified by the Architect. A reasonable allowance for contingencies shall be
included for market conditions at the time of quotations and for changes in the Work. The Cost of the Work does not
include the compensation of the Architect and Architects consultants, the costs of financing or other costs that are the
responsibility of the Owner.

5.1 For the Architect's Furniture, Furnishings and Equipment Services described under Article 2, the Owner shall


5.3 Compensation for Additional Services of the Architect's consultants when not included in Section 5.2, shall be the
amount invoiced to the Architect plus percent ( %), or as otherwise stated below:

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5.4 Where compensation for the Architects services is based on a stipulated sum or percentage of the Cost of the

Quotation Phase percent ( %)
percent ( %)
percent ( %)


or otherwise not provided or installed, compensation for those portions of the Project shall be payable to the extent
services are performed on those portions, in accordance with the schedule set forth in Section 5.4 based on
(1) the lowest bona fide quotation, or (2) if no such quotation is received, the most recent estimate of the Cost of the
Agreement for all services performed.

Special terms and conditions that modify this Standard Form of Architects Services: Furniture, Furnishings &
Equipment Design, if any, are as follows:

Document B305
TM

1993 Instructions
Architects Qualification Statement
AIA Document B305 1993 (formerly B431 1993). Copyright 1963, 1979 and 1993 by The American Institute of Architects. All rights reserved.
WARNING: This AIA

AIA

1

GENERAL INFORMATION

Purpose
AIA Document B305 provides a formal means of delineating the Architects background, accomplishments and
professional capabilities.

Related Documents
B305 is not intended for use with other AIA documents. For efficiencys sake, the Architect may choose to attach
pertinent brochures or other relevant documents. However, this should not be done at the expense of clarity,
thoroughness, and conciseness.

Code of Ethics
Some of the information to be presented in B305 may be written to address the particular needs of a prospective client.
However, all information contained in or attached to the form should be accurate and should not be edited to present a
misleading picture of the Architects experience or capabilities.

Canon III of the Code of Ethics and Professional Conduct, which deals with obligations to the client, also includes
several rules which are relevant to the proper completion of B305. Under Rule 3.201, members are prohibited from
providing professional services if the members professional judgment could be affected by responsibilities to another
project or person, or by the members own interests, without full disclosure to and the consent of all those who rely on
the members judgment. Under Rule 3.301, members shall not mislead clients or prospective clients about the potential
results of members services.


Reproductions



copyright@aia.org.

CHANGES FROM PREVIOUS EDITION

Format Changes
Article 2, Statement of Interest, has been changed to General Statement of Qualifications. A new Article 7, Statement of
Potential Conflicts of Interest, has been inserted, moving former Article 7 to Article 8.

Changes in Content
The 1993 edition of B305 revises the 1979 edition to incorporate alterations proposed by architects, owners, contractors
and professional consultants.

2
WARNING: This AIA

AIA

Article 2: This article was added to allow for a narrative description of the architects capabilities relative to the project
at hand.

Article 3: Two paragraphs have been added to allow for a more thorough description of the architectural concern,
including total number of staff and number of registered architects. The paragraphs covering honors and awards and
professional and civic involvement have been retained, but with new numeric designations.

Article 4: The instruction List proposed consultants, if applicable has been added to clarify the articles purpose.

Article 7: Formerly entitled Statement of Interest and located at Article 2, Article 7: Statement of Potential Conflicts of
Interest has been renamed to more clearly delineate its purpose. This article is designed to promote disclosure and
improve the documents overall utility.

Article 8: This article has been renumbered to accommodate the changes to Article 7 described above.

COMPLETING THE B3051993 FORM

General
This form is intended to be completed by writing or typing the appropriate information in the blank spaces provided. For
information that is too lengthy to be included on the form, attachments can be prepared and referenced in the space
available. If no information is to be entered in a particular space, mark it as not applicable.

Article 2 General Statement of Qualifications
In the space provided, describe the firms particular qualifications to perform the work for a proposed project. Include
such information as years of experience in the building type and areas of expertise that are pertinent to the project.

Article 3 General Information
The information provided in this article should pertain to the firm, rather than to a particular individual. For instance,
under 3.2 Professional History, a brief history of the firm might be provided, rather than a listing of individual
professional experience.

Article 4 Related Professional Services
In the space provided, list any professional consultants who would be likely to be employed on the project under
consideration. Include, if applicable, brief descriptions of relevant projects for which they have previously acted as
consultants.

Article 5 Projects
Include under 5.1 projects recently completed. Under 5.2, list other projectsnot necessarily in order of completion
which might be relevant to the prospective clients needs.

Article 6 References
Include the names, current addresses and business telephone numbers of clientsideally including those with projects
listed in Section 5.1who may be contacted by the submittee/recipient for corroboration of professional capabilities and
accomplishments. Prior employers may be included at the Architects discretion with appropriate indication of
relationship.

Article 7 Statement of Potential Conflicts of Interest
It is imperative to disclose here any business association, direct or indirect financial interest, or other circumstances
which could be construed as creating a conflict of interest with the prospective client. If there is any doubt about whether
or not the interest is substantial enough to merit disclosure, it should be included. Refer to the AIA Code of Ethics and
Professional Conduct for additional guidance.
Document B305
TM
1993
Architect's Qualification Statement

WARNING: This AIA

AIA

1

DATE:

SUBMITTED TO:

ADDRESS:

NAME OF PROJECT: (If Applicable)

1. BASIC INFORMATION
1.1 Architect: (Firm Name)

1.2 Business Address:

1.3 Telephone Number:

1.4 Person to Contact:

1.5 Type of Organization: (Check one)

Individual or Sole Proprietorship Partnership
Professional Corporation/Association Joint Venture*
Corporation Other*

*If Joint Venture or Other, give details.

2. GENERAL STATEMENT OF QUALIFICATIONS

WARNING: This AIA
AIA

2

3. GENERAL INFORMATION
(This information may be provided via the Architect's brochure which may be attached and listed in Article 8.)
3.1 Names of Principals:
3.2 Professional History:
3.3 Registration Status:
3.4 Professional Affiliations:
3.5 Key Personnel:
3.6 Total Number of Staff:
3.7 Number of Registered Architects:
3.8 Honors and Awards:
3.9 Professional and Civic Involvement:
4. RELATED PROFESSIONAL SERVICES
(List proposed consultants, if applicable.)
4.1 Structural:
4.2 Mechanical:
4.3 Electrical:
4.4 Interior Design:
4.5 Others:

WARNING: This AIA
AIA

3

5. PROJECTS
(Projects for which personnel of this firm had responsible charge while associated with other firms are indicated by an
asterisk.)

5.1 The following projects are representative of the Architect's recent work. A brief description of each project is attached.

5.2 Other representative projects with dates of completion:

WARNING: This AIA
AIA

4

6. REFERENCES

7. STATEMENT OF POTENTIAL CONFLICTS OF INTEREST

8. ADDITIONAL INFORMATION
(If attachments are provided, list them here.)

ARCHITECT:

By:

I hereby certify that, as of the above date, the information provided in this Architect's Qualification Statement is true and
sufficiently complete so as not to be misleading.

(Signature)



WARNING: This AIA
AIA

5

ARCHITECT:

PROJECT:

Size:

Cost:

Owner:

Owner Contact:

Completion Date:

Contractor/Construction Manager:

Brief Description:

WARNING: This AIA
AIA

6

ARCHITECT:

PROJECT:

Size:

Cost:

Owner:

Owner Contact:

Completion Date:


Brief Description:

WARNING: This AIA
AIA

7

ARCHITECT:

PROJECT:

Size:

Cost:

Owner:

Owner Contact:

Completion Date:


Brief Description:

ARCHITECT:

WARNING: This AIA
AIA

8

PROJECT:

Size:

Cost:

Owner:

Owner Contact:

Completion Date:


Brief Description:
Document B352
TM
2000 Instructions
Duties, Responsibilities and Limitations of Authority of the Architect's
Project Representative
Recommended as a Reference Document when an Architect's Project Representative is Employed

AIA Document B352 2000. Copyright 1963, 1982, 1993 and 2000 by The American Institute of Architects. All rights reserved. WARNING: 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.

1
GENERAL INFORMATION

Purpose
This document is intended for use in the event that the Owner wants additional project representation at the construction
site on a full- or part-time basis. Under B352, the Project Representative is employed and supervised by the Architect.
In contrast, up until the early 1950s, B352 predecessor documents called the Representative "the Clerk of the Works,"
because such persons were hired by the Owner but supervised by the Architect. The split between hiring and
supervising caused numerous problems which have been resolved under B352 by the Architect acting as both employer
and supervisor.

Related Documents
This document is adopted by reference in several B-Series agreements, including AIA Documents B141, B141/CMa
and B171. It is coordinated with AIA Document A201, General Conditions of the Contract for Construction, as well as
other similar AIA general conditions where the Architect has an agreement with the Owner.

Why Use AIA Contract Documents?


Prior to using any AIA document, the user should consult an AIA component chapter or a current AIA Documents Price
List to determine the current edition of each document.

Reproductions

This document is intended for use as a consumable-that is, the original document purchased is to be consumed in the
course of its use. This document may not be reproduced for Project Manuals. If a user wishes to include a sample or
samples of this document in a Project Manual, the normal practice is to purchase a quantity of the preprinted forms,
binding one in each of the manuals.

Unlike many other AIA Contract Documents, AIA Document B352 does not include the AIA's express written
permission to reproduce copies of the document. The AIA will not permit reproduction of this document or its language,
except upon written request and receipt of written permission from the AIA.

copyright@aia.org.
AIA


Document,

Rather than an exhibit, the B352 is now recommended as a reference document. Other provisions have been changed to
parallel the latest edition of AIA Document A201, General Conditions of the Contract for Construction.

USING THE B352 FORM

The B352 document may be used as a reference document attached to an owner-architect agreement, such as AIA
Document B141, Standard Form of Agreement Between Owner and Architect. It may also be referenced separately in
the Owner-Architect Agreement or in an amendment to that Agreement. So long as the reference incorporating B352 is
clear and definite, it will be given legal effect as if it had been written in full into the Owner-Architect Agreement.

Modifications
document.



permits.


AIA's copyright.

2
Document B352
TM
2000
Duties, Responsibilities and Limitations of Authority of the Architect's
Project Representative
Recommended as a Reference Document when an Architect's Project Representative is Employed

AIA


Document,

1
legal consequences.

THE OWNER:
(Name and address)

THE ARCHITECT:
(Name and address)

1. GENERAL
1.1 The Architect's Project Representative shall be stationed at the site at intervals agreed upon by the parties to the
Contract and shall be responsible for assisting the Architect in the administration of the Contract. The rights,
responsibilities and obligations of the Architect as described in the Owner-Architect Agreement shall not be modified
by the furnishing of such Project Representative.

1.2 Communications by the Architect's Project Representative relating to administration of the Contract shall, in
general, be restricted to the Architect and Contractor. The Project Representative shall communicate with the Owner
and Contractor under the direction of the Architect and with the Architect's full knowledge. The Project Representative
shall not communicate with Subcontractors or material suppliers except with the full knowledge and approval of the
Contractor and Architect.

2. DUTIES AND RESPONSIBILITIES
The Project Representative shall:

2.1 Perform on-site observations of the progress and quality of the Work as may be reasonably necessary to determine,
in general, if the Work is being performed in a manner indicating that the Work when completed will be in conformance
with the Contract Documents. Notify the Architect if, in the Project Representative's opinion, Work does not conform to
the Contract Documents or requires special inspection or testing.

2.2 Monitor the Contractor's construction schedules on an ongoing basis and alert the Architect to conditions that may
lead to delays in completion of the Work.

AIA


Document,

2
2.3 Receive and respond to requests from the Contractor for information and, when authorized by the Architect,
provide interpretations of the Contract Documents.

2.4 Receive and review requests for changes by the Contractor, and submit them, together with recommendations, to
the Architect. If they are accepted, prepare Architect's Supplemental Instructions, incorporating the Architect's
Modifications to the Contract Documents.

2.5 Attend meetings as directed by the Architect and report to the Architect on the proceedings.

2.6 Observe tests required by the Contract Documents. Record and report to the Architect on test procedures, test
results and verify testing invoices to be paid by the Owner.

2.7 Maintain records at the construction site in an orderly manner, including correspondence, Contract Documents,
Change Orders, Construction Change Directives, reports of site meetings, Shop Drawings, Product Data and similar
submittals; supplementary drawings, color schedules and requests for payment; and names, addresses and telephone
numbers of the Contractors, Subcontractors and principal material suppliers.

2.8 Maintain a log book of activities at the site, including weather conditions, nature and location of Work being
performed, verbal instructions and interpretations given to the Contractor, and specific observations. Record any
occurrence or Work that might result in a claim for a change in Contract Sum or Contract Time. Maintain a list of
visitors, their titles, and time and purpose of their visit.

2.9 Assist the Architect in reviewing Shop Drawings, Product Data and Samples. Notify the Architect if any portion of
the Work requiring Shop Drawings, Product Data or Samples is commenced before such submittals have been approved
by the Architect. Receive and log Samples required at the site, notify the Architect when they are ready for examination,
record the Architect's approval or other action and maintain custody of approved Samples.

2.10 Review the Contractor's record copy of the Drawings, Specifications, Addenda, Change Orders and other
Modifications at intervals appropriate to the stage of construction and notify the Architect of any apparent failure by the
Contractor to maintain up-to-date records.

2.11 Review Applications for Payment and forward to the Architect with recommendations for disposition.

2.12 Review the list of items to be completed or corrected which is submitted by the Contractor with a request for
issuance of a Certificate of Substantial Completion. Review the Work. If the list is accurate, forward it to the Architect
for final disposition; if not, so advise the Architect and return the list to the Contractor for correction.

2.13 Assist the Architect in conducting inspections to determine the date or dates of Substantial Completion and the
date of final completion.

2.14 Assist the Architect in receipt and transmittal to the Owner of documentation required of the Contractor at
completion of the Work.

3. LIMITATIONS OF AUTHORITY
The Architect's Project Representative shall not exceed the authority of the Architect under the Owner-Architect
Agreement. The Project Representative shall NOT:

3.1 Authorize deviations from the Contract Documents.

3.2 Approve substitute materials or equipment except as authorized in writing by the Architect.

3.3 Personally conduct or participate in tests or third party inspections except as authorized in writing by the Architect.

3.4 Assume any of the responsibilities of the Contractor's superintendent or of Subcontractors.

3.5 Expedite the Work for the Contractor.

AIA


Document,

3
3.6 Have control over or charge of or be responsible for construction means, methods, techniques, sequences or
procedures, or for safety precautions and programs in connection with the Work.

3.7 Authorize or suggest that the Owner occupy the Project in whole or in part.

3.8 Issue a Certificate for Payment or Certificate of Substantial Completion.

3.9 Prepare or certify the preparation of a record copy of the Drawings, Specifications, Addenda, Change Orders and
other Modifications.

3.10 Reject Work or require special inspection or testing except as authorized in writing by the Architect.

3.11 Accept, distribute or transmit submittals made by the Contractor that are not required by the Contract Documents.

3.12 Order the Contractor to stop the Work or any portion thereof.

Document B727
TM
1988 Instructions
for Special Services
AIA Document B727 1988. Copyright 1972, 1979 and 1988 by The American Institute of Architects. All rights reserved. WARNING: 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. Purchasers are

GENERAL INFORMATION

Purpose
AIA Document B727 is intended for use in situations where other B-Series documents are not appropriate. It is often
used for planning or feasibility studies, post-occupancy studies and other services that require a specialized description.
This document is intended for use only in connection with professional services, and is not intended to be used as a
contract for construction activity by the Architect.

This document may be used with a variety of compensation methods, including percentage of Construction Cost,
multiple of Direct Personnel Expense and stipulated sum.

Related Documents
B727 may be used by itself or with one or more of the Standard Form of Architects Services documents, to provide a
description of services for Article 1, including the following:

B203 2005, Standard Form of Architects Services: Site Evaluation and Planning
B204 2005, Standard Form of Architects Services: Value Analysis
B205 2004, Standard Form of Architects Services: Historic Preservation
B206 2004, Standard Form of Architects Services: Security Evaluation and Planning
B210 2004, Standard Form of Architects Services: Facility Support
B211 2004, Standard Form of Architects Services: Commissioning
B214 2004, Standard Form of Architects Services: LEED Certification
B252 2005, Standard Form of Architects Services: Architectural Interior Design
B253 2005, Standard Form of Architects Services: Furniture, Furnishings and Equipment Design

If the Architect will retain a consultant, the AIA provides the C727 1992, Standard Form of Agreement Between
Architect and Consultant for Special Services.

Arbitration
This document incorporates ARBITRATION by adoption of the Construction Industry Arbitration Rules of the
American Arbitration Association. Arbitration is BINDING AND MANDATORY in most states and under the federal
Arbitration Act. In a minority of states, arbitration provisions relating to future disputes are not enforceable, but
arbitration is enforceable if agreed to after the dispute arises. A few states require that the contracting parties be
especially notified that the written contract contains an arbitration provision by: a warning on the face of the document,
specific placement of the arbitration provision within the document or specific discussions among the parties prior to
signing the document.

when the parties choose to adopt arbitration into their contract. Individuals may, however, choose to delete the
arbitration provisions based upon their business decisions with the advice of counsel. To obtain a copy of the
Construction Industry Arbitration Rules, write to the American Arbitration Association, 140 West 51st St., New York,
NY 10020.

Use of Non AIA Forms
If a combination of AIA documents and non-AIA documents is to used, particular care must be taken to achieve
consistency of language and intent. Certain owners require the use of owner-architect agreements and other contract
forms which they prepare. Such forms should be carefully compared to the standard AIA forms for which they are being
substituted before execution of an agreement. If there are any significant omissions, additions or variances from the
terms of the related standard AIA forms, both legal and insurance counsel should be consulted.
1


Document, or any

developed through more than seventy-five years of experience and have been tested repeatedly in the courts. In addition,
the standard forms have been carefully coordinated with other AIA documents.


Reproductions



copyright@aia.org.


Format Changes
All provisions dealing with payments to the Architect, including Direct Personnel Expense and Reimbursable Expenses,
have been consolidated and moved to the end of the document.

Changes in Content
The 1988 edition of B727 has been revised to reflect changes made in the 1987 edition of AIA Document B151
Abbreviated Form of Agreement Between Owner and Architect. The following changes in content have been made in
B727 on the recommendation of AIA members and committees.

Article 2: Owners Responsibilities
If the Owner requires the Architect to provide certificates or certifications, the Owner must allow the Architect 14 days
to review them.

Article 3: Use of Architects Documents
This article is new, and allows the Architect the same rights in the document prepared for the Project as are provided
under the B141 and B151 documents.

Article 5: Termination
New provisions allow the Architect to terminate the Agreement if the Owner fails to make payments to the Architect.

Provisions have been added noting that the Architect has no responsibility for the discovery, removal or disposal of
toxic or hazardous substances encountered on the site. Other provisions bar third-party claims.

The definition of Direct Salary Expense has been deleted, and computer-aided drafting has been added to the list of
Reimbursable Expenses.


2


Document, or any

COMPLETING THE B727 FORM

Modifications
document.



permits.


AIAs copyright.

Cover Page

joint venture, unincorporated association, limited partnership or corporation [general, closed or professional], etc.).
Where appropriate, a copy of the resolution authorizing the individual to act on behalf of the firm or entity should be
attached.

title of the facility, (2) the location of the site, if known, (3) the proposed building type and usage, and (4) the size,
capacity or scope of the Project, if known. If no specific project is planned, insert a statement describing the general
scope of the enterprise.


8.2 Sample language is provided below for describing four methods of computing compensation.

1. Compensation--Stipulated Sum:
Compensation shall be a stipulated sum of ________ Dollars ($______)

2. Compensation--Percentage of Construction Cost:
Compensation shall be ________ percent (___%) of Construction Cost, as defined in Section 5.1 of AIA Document
B151 1997.

3


Document, or any

3. Compensation--Professional Fee Plus Expenses:
Compensation shall be a Fixed Fee of ________ Dollars ($______) plus a multiple of ________ (__) times Direct
Personnel Expense as defined in Section 7.1.1. Compensation for services rendered by Consultants shall be based on a
multiple of ________ (__) times the amounts billed by Consultants.

4. Compensation--Multiple of Direct Personnel Expense:
Direct Personnel Expense as defined in Section 7.1.1. Compensation for services rendered by Consultants shall be based
on a multiple of ________ (__) times the amounts billed by Consultants.

If billing rates are used, the following examples may serve as a guide for text to be drafted and inserted in Section 8.2.:

a) Principals time at the fixed rate of ________ Dollars ($______) per hour. For the purposes of this Agreement, the
Principals are: (List Principals.)

b) Supervisory time at the fixed rate of ________ Dollars ($______) per hour. For the purposes of this Agreement,
supervisory personnel include: (Describe supervisory personnel by job title, such as Project Architect.)

c) Technical Level I time at the fixed rate of ________ Dollars ($______) per hour. For the purposes of this Agreement,
Technical Level I personnel include: (Describe by job title, such as Senior Designer, Specifier, etc.)

d) Technical Level II time at the fixed rate of ________ Dollars ($______) per hour. For the purposes of this Agreement,
Technical Level II personnel include: (Describe by job title, such as Junior Designer, Senior Draftsman, etc.)

e) Technical Level III time at the fixed rate of ________ Dollars ($______) per hour. For the purposes of this
Agreement, Technical Level III personnel include: (Describe by job title, such as Junior Draftsman, Secretary, etc.)

f) Professional Consultants: (Identify each Professional Consultant by discipline and indicate billing rate.)

8.3 Insert the multiple to be used to determine the amount due the Architect, Architects employees or consultants for
Reimbursable Expenses as described in Article 9.

8.4 Insert the percentage rate and basis of interest charges.

Insert provisions, if any, on special compensation arrangements, consultants, the choice of project delivery method or
any other conditions.



4
Document B727
TM
1988
for Special Services


Document, or any

1

legal consequences.

in the year of

BETWEEN the Owner:
(Name and address)

and the Architect:
(Name and address)


The Owner and the Architect agree as set forth below.


Document, or any

2

ARTICLE 1 ARCHITECTS SERVICES
(Here list those services to be provided by the Architect under the Terms and Conditions of this Agreement. Note under
each service listed the method and means of compensation to be used, if applicable, as provided in Article 8.)

2.1 The Owner shall provide full information regarding requirements for the Project. The Owner shall furnish required
information as expeditiously as necessary for the orderly progress of the Work, and the Architect shall be entitled to rely
on the accuracy and completeness thereof.

2.2 The Owner shall designate a representative authorized to act on the Owners behalf with respect to the Project.
The Owner or such authorized representative shall render decisions in a timely manner pertaining to documents
submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architects
services.

ARTICLE 3 USE OF ARCHITECTS DOCUMENTS
3.1 The documents prepared by the Architect for this Project are instruments of the Architects service for use solely
with respect to this Project and, unless otherwise provided, the Architect shall be deemed the author of these documents
and shall retain all common law, statutory and other reserved rights, including the copyright. The Owner shall be
permitted to retain copies, including reproducible copies, of the Architects documents for the Owners information,


Document, or any

3

reference and use in connection with the Project. The Architects documents shall not be used by the Owner or others
on other projects, for additions to this Project or for completion of this Project by others, unless the Architect is
adjudged to be in default under this Agreement, except by agreement in writing and with appropriate compensation to
the Architect.

Arbitration Rules of the American Arbitration Association currently in effect unless the parties mutually agree
otherwise.

4.2 A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question
has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable
proceedings based on such claim, dispute or other matter in question would be barred by the applicable statutes of
limitations.

reference to this Agreement signed by the Owner, Architect and any other person or entity sought to be joined. Consent
to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or
other matter in question not described in the written consent or with a person or entity not named or described therein.
The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly

4.4 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in

the termination.


5.4.

5.4 Termination Expenses shall be computed as a percentage of the compensation earned to the time of termination, as
follows:
.1 for services provided on the basis of a multiple of Direct Personnel Expense, 20 percent of the total
Direct Personnel Expense incurred to the time of termination; and
.2 for services provided on the basis of a stipulated sum, 10 percent of the stipulated sum earned to the time
of termination.

6.1 Unless otherwise provided, this Agreement shall be governed by the law of the principal place of business of the
Architect.

accrued and the applicable statute of limitations shall commence to run not later than the date payment is due the
Architect pursuant to Section 8.4.



Document, or any

4




6.6 Unless otherwise provided in this Agreement, the Architect and Architects consultants shall have no
responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous
materials in any form at the Project site, including but not limited to asbestos, asbestos products, polychlorinated
biphenyl (PCB) or other toxic substances.

7.1.1 Direct Personnel Expense is defined as the direct salaries of the Architects personnel engaged on the Project and
the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment
taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions, and similar
contributions and benefits.

7.2.1 Reimbursable Expenses are in addition to the Architects compensation and include expenses incurred by the
Architect and Architects employees and consultants in the interest of the Project for:
.1 expense of transportation and living expenses in connection with out-of-town travel authorized by the
Owner;
.2 long-distance communications;
.4 reproductions;
.5 postage and handling of documents;
.6 expense of overtime work requiring higher than regular rates, if authorized by the Owner;
.7 renderings and models requested by the Owner;
.8 expense of additional coverage or limits, including professional liability insurance, requested by the
Owner in excess of that normally carried by the Architect and the Architects consultants; and
.9 expense of computer-aided design and drafting equipment time when used in connection with the Project.

7.3 PAYMENTS ON ACCOUNT OF THE ARCHITECTS SERVICES
7.3.1 Payments on account of the Architects services and for Reimbursable Expenses shall be made monthly upon
presentation of the Architects statement of services rendered or as otherwise provided in this Agreement.


7.4 ARCHITECTS ACCOUNTING RECORDS
7.4.1 Records of Reimbursable Expenses and expenses pertaining to services performed on the basis of a multiple of
Direct Personnel Expense shall be available to the Owner or the Owners authorized representative at mutually
convenient times.


8.1 An initial payment of Dollars ($ ) shall be
made upon execution of this Agreement and credited to the Owners account at final payment.



Document, or any

5

8.2 Compensation for the Architects services, as described in Article 1, Architects Services, shall be computed as
follows:
(Insert basis of compensation, including stipulated sums, multiples or percentages, and identify the services to which

8.3 For Reimbursable Expenses, as described in Article 7, and any other items included in Article 9 as Reimbursable
Expenses, a multiple of ( ) times the expenses
incurred by the Architect, the Architects employees and consultants in the interest of the Project.

8.4 Payments are due and payable ( ) days
from the date of the Architects 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.

and other regulations at the Owners and Architects principal places of business, the location of the Project and
modifications, and also regarding other requirements such as written disclosures or waivers.)

8.5 If the scope of the Project or of the Architects services is changed materially, the amounts of compensation shall
be equitably adjusted.

ARTICLE 9 OTHER CONDITIONS


OWNER ARCHITECT




Document B801
TM
CMa 1992
Instructions
Standard Form of Agreement Between Owner and Construction Manager

AIA Document B801CMa 1992. Copyright 1973, 1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING:
This AIA


under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA

GENERAL INFORMATION

Purpose. This document is intended as the basis for the agreement between the Owner and the Construction Manager for
Pre-Construction Phase and Construction Phase Services, where the Construction Manager is not also acting as a
constructor. If the Construction Manager is to perform construction work or if a Guaranteed Maximum Price is to be
established, a different agreement form should be used, such as AIA Document A121/CMc, Standard Form of
Agreement Owner and Construction Manager where the Construction Manager is also the Constructor.

Related Documents. This document is intended to be used in conjunction with the following AIA Documents:
A101/CMa, Owner-Contractor Agreement, Stipulated Sum, Construction Manager-Adviser Ed.
A201/CMa, General Conditions of the Contract for Construction, Construction Manager-Adviser Ed.
B141/CMa, Owner-Architect Agreement, Construction Manager-Adviser Ed.

Arbitration. This document incorporates ARBITRATION by adoption of AIA Document A201/CMa, which provides
for dispute resolution to be conducted according to the Construction Industry Arbitration Rules of the American
Arbitration Association. Arbitration is BINDING AND MANDATORY inmost states and under the federal Arbitration
Act. In a minority of states, arbitration provisions relating to future disputes are not enforceable, but arbitration is
enforceable if agreed to after the dispute arises. A few states require that the contracting parties be especially notified
when the written contract contains an arbitration provision by; a warning on the face of the document or specific
discussions among the parties prior to signing the document.

based upon their business decisions with the advice of counsel. To obtain a copy of the Construction Industry Arbitration
Rules, write to the American Arbitration Association, 140 West 51st Street, New York, NY 10020-1203.

be taken to achieve consistency of language and intent. Certain owners require the use of owner-contractor agreements
and other.

Letter Forms of Agreement. Letter forms of agreement are generally discouraged by the AIA, as is the performance of a
part or the whole of professional services based on oral agreements or understandings. The standard AIA Agreement
forms have been developed through more than seventy-five years of experience and have been tested repeatedly in the
courts. In addition, the standard forms have been carefully coordinated with other AIA documents including the various
Owner-Architect Agreement forms, the Owner-Contractor Agreements and the General Conditions of the Contract for
Construction. The necessity for specific and complete correlation between these documents and any Owner-Construction
manager Agreement used is of paramount importance.

Use of Current Documents. Prior to using any AIA Document, the user should consult the AIA, an AIA component
chapter or a current AIA Documents List to determine the current edition of each document.


The AIA hereby grants the purchaser a limited license to reproduce a maximum of ten copies of a completed B801/CMa,
but only for use in connection with a particular project. The AIA will not permit reproduction outside of the limited


copyright@aia.org.

1
This AIA




Format Changes
Former Article 1, Construction Managers Services and Responsibilities, has been subdivided into three new articles. All
provisions dealing with payments to the Construction Manager, including Direct Personnel Expense and Reimbursable
Expenses, have been consolidated and moved to the end of the document.

Changes in Content
The revisions incorporated in the 1992 edition of B801/CMa generally parallel revisions made in the 1987 editions of
AIA Document A201 and B141.

Article 2 Scope of Construction Managers Basic Services
2.2.9 The Construction Managers responsibility to make recommendations to the Owner about allocation of safety
responsibilities among the Contractors has been set apart from the preceding section.

2.2.13 The Construction Manager now assists the Owner in coordinating, as well as in selecting and retaining, the
services of surveyors, special consultants and testing laboratories.

2.3.11.1 The Construction Manager (as well as the Architect, under B141/CMa) certifies the amounts due each Contractor.

2.3.17 The Construction Change Directive has been added as a means of making changes in the Work. AIA Document
G714/CMa, Construction Change Directive, Construction Manager-Adviser Edition, is available for this purpose.

2.3.26 The Construction Manager signs the Certificate of Substantial Completion (as does the Architect, under
B141/CMa). This process is described in more detail in A201/CMa, General Conditions of the Contract for Construction,
Construction Manager-Adviser Edition.

Two new categories of Additional Services have been consolidated under this new article. Contingent Additional Services
are commenced upon notification of the Owner by the Construction Manager of the need for such services. Optional
Additional Services require the Owners written approval before or after their commencement to authorize payment for
those Additional Services.

Article 4 Owners Responsibilities
A new Section 4.3 has been added requiring the Owner to furnish evidence that financial arrangements have been made to
pay the Construction Manager. The Owner is now required to furnish tests for hazardous materials at the Owners
expense under Section 4.6.

Article 5 Construction Cost
This article has been divided into two separate paragraphs, the first defining Construction Cost and the second
establishing responsibility for it. The definition of Construction Cost has been clarified to explain what it includes if the
Construction Manager is being compensated on a percentage fee basis.

Article 6 Construction Support Activities
A new paragraph has been added requiring that trade discounts, rebates, refunds, etc. accrue to the Owner.

Article 7 Ownership and use of Architects Drawings, Specifications and Other Documents
This new article explains that the drawings and other documents created by the Architect for the Project are provided to
the Construction Manager and Contractors solely for use on this Project.

Article 9 Termination, Suspension or Abandonment
New provisions allow the Construction Manager to terminate the Agreement if the Owner abandons the Project for more
than 90 consecutive days or fails to make payments to the Construction Manager.

Article 10 Miscellaneous Provisions
Provisions regarding successors and assigns, and the extent of the Agreement have been added to the list of miscellaneous
provisions in this article.

Article 11 Insurance
Requirements for the Construction Managers liability insurance have been described in greater detail.

Article 12 Payments to the Construction Manager
Separate paragraphs have been provided for Direct Personnel and Reimbursable Expenses.

2
This AIA



COMPLETING THE B801/CMA FORM

Modifications



Using AIA software, modifications to insert information and revise the standard AIA text may be made as the software permits.


AIA Contract Documents may not be retyped or electronically scanned. Retyping can introduce typographic errors and cloud
legal interpretation given to a standard clause. Furthermore, retyping and electronic scanning are not permitted under the
users limited license for use of the document, constitute the creation of a derivative work and violate the AIAs copyright.

Cover Page
reached, the date the Agreement was originally submitted to the Owner, the date authorizing action was taken or the date
of actual execution. Professional Services should not be performed prior to the effective date of the Agreement.

Identification of Parties: Parties of this Agreement should be identified using the full address and legal name under which
the Agreement is to be executed, including a designation of the legal status of both parties (sole proprietorship, partnership,
joint venture, unincorporated association, limited partnership or corporation [general, close or professional], etc.). Where
appropriate, a copy of the resolution authorizing the individual to act on behalf of the firm or entity should be attached.

Project Description: The proposed Project should be described in sufficient detail to identify: (1) the official name or
title of the facility, (2) the location of the site, if know, (3) the proposed building type and usage, and (4) the size, capacity
or scope of the Project, if known.

Identification of the Architect: The Architect should be identified by the Architects full legal and corporate titles, and if
any individuals required to serve the Project are identified in the owner-Architect Agreement, this information should be
included. (Identification of the Architect becomes even more significant if construction management services and
architectural services are being provided by the same firm. Identification here helps eliminate possibilities of the Owners
not being informed of the dual role being played.)

Section 1.1 Pre-Construction Phase
The Owner and Construction Manager should review Pre-Construction Phase services, especially as to timing the
Construction Managers entry into the Project. If the Owner-Construction Manager Agreement is effective as of a date
when the design has been partially completed, the Owner and the Construction Manager should agree on the extent of
design evaluation required of the Construction Manager. Consider whether or not this would include the possible
recommendation of changes in designs already completed. Any provisions which would require specific approval by the
Owner as a condition of having the Construction Manager continue from the Pre-Construction into the Construction
Phase should be stated in Article 14.


13.2 Spaces have been provided to insert language covering one form of Basic Compensation for Pre-Construction
Phase Services and a separate form of Basis Compensation for Construction Phase Services, as agreed to by the parties.
Sample language is provided below for describing four methods of computing compensation.

Compensation - Multiple of Direct Personnel Expense:
Compensation for services rendered by Principals, employees and professional consultants shall be based on a Multiple
of Direct Personnel Expense in the same manner as described in Section 13.3.1.

Compensation - Professional Fee Plus Expenses:
3
This AIA



Compensation shall be a Fixed Fee of ________ Dollars ($______) plus compensation for services rendered by
Principals, employees and professional consultants, in the same manner as described in Section 13.3.1.

Compensation - Stipulated Sum:
Compensation shall be a Stipulated Sum of ________ Dollars ($______).

Compensation - Percentage of Construction Cost:
Compensation shall be based on _________ percent (___%) of the Construction Cost, as defined in Article 5.

If compensation for the Pre-construction Phase is to be separate from, or on a different basis than, the Construction Phase,
both must be clearly described. If compensation for the Pre-construction Phase and the Construction Phase are to be
covered by a single form of compensation, and that form is either based on a Stipulated Sum or a percentage of
Construction Cost, the following Section should be completed and inserted:

13.2.2 Payments for Basic Services shall be made as provided in Section 12.3.2 so that Basic Compensation for each
Phase shall equal the following percentages of the total Basic Compensation payable:

Pre-Construction Phase ________ percent (___%)

Construction Phase ________ percent (___%)

13.3 Insert provisions for compensation for Additional Services. For example, if hourly rates are used, the provision
might read:

Principals time at the fixed rate of ________ Dollars ($______) per hour. For the purposes of this Agreement, the
Principals are: (List Principals.)

Supervisory time at the fixed rate of ________ Dollars ($______) per hour. For the purposes of this Agreement, the
supervisory personnel include: (Describe supervisory personnel by job title, such as Project Architect.)

Technical Level I time at the fixed rate of ________ Dollars ($______) per hour. For the purposes of this Agreement, the
Technical Level I personnel include: (Describe by job title, such as Senior Designer, Specifier, etc.)

Technical Level II time at the fixed rate of ________ Dollars ($______) per hour. For the purposes of this Agreement,
the Technical Level II personnel include: (Describe by job title, such as Junior Designer, Senior Draftsman, etc.)

Technical Level III time at the fixed rate of ________ Dollars ($______) per hour. For the purposes of this Agreement,
the Technical Level III personnel include: (Describe supervisory personnel by job title, such as Junior Draftsman,
Secretary, etc.)

These billing rates shall be adjusted annually (semi-annually) in accordance with the Construction Managers adjustments
in compensation for Principals and employees. (Add agreed upon limitations.)

If a multiple of Direct Personnel Expense is used, insert:

Principals, employees and professional consultants time at a multiple of ________ (__) times their Direct Personnel
Expense as defined in Section 12.1.

If a multiple of direct salaries is used, the term Direct Salary Expense should be substituted for Direct Personnel Expense
above. Direct Salary Expense shall mean: Direct salaries of all the Architects personnel engaged on the Project, but
excluding the cost of contributions and benefits related thereto, whether mandatory or customary.

13.4.1 Insert the multiple to be used to determine the amount due the Construction Manager, Construction Managers
employees or consultants for Reimbursable Expenses as described in Section 12.2 or Article 14.

13.5.1 Insert the number of months beyond which the Construction Manager shall be compensated for services on the
same basis as for Additional Services.


Insert provisions, if any, on additional phases of services, Additional Services, special compensation arrangements, other
consultants, the choice of project delivery method or any other conditions.


Persons executing the Agreement should indicate the capacity in which they are acting (i.e., president, secretary, partner,
etc.) and the authority under which they are executing the Agreement. Where appropriate, a copy of the resolution
4
4
Document B801
TM
CMa 1992
Standard Form of Agreement Between Owner and Construction Manager

This AIA



1

legal consequences.
This document is intended to be
used in conjunction with the 1992
editions of AIA Documents
B141/CMa, A101/CMa and
A201/CMa.
in the year of

BETWEEN the Owner:
(Name and address)

and the Construction Manager:
(Name and address)


The Architect is:
(Name and address)

The Owner and Construction Manager agree as set forth below.
This AIA



2

ARTICLE 1 CONSTRUCTION MANAGERS RESPONSIBILITIES
1.1 CONSTRUCTION MANAGERS SERVICES
1.1.1 The Construction Managers services consist of those services performed by the Construction Manager,
Construction Managers employees and Construction Managers consultants as enumerated in Articles 2 and 3 of this
Agreement and any other services included in Article 14.

1.1.2 The Construction Managers services shall be provided in conjunction with the services of an Architect as
described in the edition of AIA Document B141/CMa, Standard Form of Agreement Between Owner and Architect,
Construction Manager-Adviser Edition, current as of the date of this Agreement.

1.1.3 The Construction Manager shall provide sufficient organization, personnel and management to carry out the
requirements of this Agreement in an expeditious and economical manner consistent with the interests of the Owner.


ARTICLE 2 SCOPE OF CONSTRUCTION MANAGERS BASIC SERVICES
2.1 DEFINITION
2.1.1 The Construction Managers Basic Services consist of those described in Sections 2.2 and 2.3 and any other
services identified in Article 14 as part of Basic Services.

2.2 PRE-CONSTRUCTION PHASE
2.2.1 The Construction Manager shall review the program furnished by the Owner to ascertain the requirements of the
Project and shall arrive at a mutual understanding of such requirements with the Owner.

2.2.2 The Construction Manager shall provide a preliminary evaluation of the Owners program, schedule and
construction budget requirements, each in terms of the other.

2.2.3 Based on early schematic designs and other design criteria prepared by the Architect, the Construction Manager
shall prepare preliminary estimates of Construction Cost for program requirements using area, volume or similar
conceptual estimating techniques. The Construction Manager shall provide cost evaluations of alternative materials and
systems.

2.2.4 The Construction Manager shall expeditiously review design documents during their development and advise on
proposed site use and improvements, selection of materials, building systems and equipment, and methods of Project
delivery. The Construction Manager shall provide recommendations on relative feasibility of construction methods,
availability of materials and labor, time requirements for procurement, installation and construction, and factors related to
construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, and possible
economies.

2.2.5 The Construction Manager shall prepare and periodically update a Project Schedule for the Architects review and
the Owners acceptance. The Construction Manager shall obtain the Architects approval for the portion of the
preliminary project schedule relating to the performance of the Architects services. In the Project Schedule, the
Construction Manager shall coordinate and integrate the Construction Managers services, the Architects services and the
Owners responsibilities with anticipated construction schedules, highlighting critical and long-lead-time items.

2.2.6 As the Architect progress with the preparation of the Schematic, Design Development and Construction
Documents, the Construction Manager shall prepare and update, at appropriate intervals agreed to by the Owner,
Construction Manager and Architect, estimates of Construction Cost of increasing detail and refinement. The estimated
cost of each Contract shall be indicated with supporting detail. Such estimates shall be provided for the Architects review
and the Owners approval. The Construction Manager shall advise the Owner and Architect if it appears that the
Construction Cost may exceed the latest approved Project budget and make recommendations for corrective action.

2.2.7 The Construction Manager shall consult with the Owner and Architect regarding the Construction Documents and
make recommendations whenever design details adversely affect constructability, cost or schedules.

2.2.8 The Construction Manager shall provide recommendations and information to the Owner and Architect regarding
the assignment of responsibilities for temporary Project facilities and equipment, materials and services for common use
of the Contractors. The Construction Manager shall verify that such requirements and assignment of responsibilities are
included in the proposed Contract Documents.
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2.2.9 The Construction Manager shall provide recommendations and information to the Owner regarding the allocation
of responsibilities for safety programs among the Contractors.

2.2.10 The Construction Manager shall advise on the division of the Project into individual Contracts for various
categories of Work, including the method to be used for selecting Contractors and awarding Contracts. If multiple
Contracts are to be awarded, the Construction Manager shall review the Construction Documents and make
recommendations as required to provide that (1) the Work of the Contractors is coordinated, (2) all requirements for the
Project have been assigned to the appropriate Contract, (3) the likelihood of jurisdictional disputes has been minimized,
and (4) proper coordination has been provided for phased construction.

2.2.11 The Construction Manager shall prepare a Project construction schedule providing for the components of the
Work, including phasing of construction, times of commencement and completion required of each Contractor, ordering
and delivery of products requiring long lead time, and the occupancy requirements of the Owner. The Construction
Manager shall provide the current Project construction schedule for each set of bidding documents.

2.2.12 The Construction Manager shall expedite and coordinate the ordering and delivery of materials requiring long
lead time.

2.2.13 The Construction Manager shall assist the Owner in selecting, retaining and coordinating the professional services
of surveyors, special consultants and testing laboratories required for the Project.

2.2.14 The Construction Manager shall provide an analysis of the types and quantities of labor required for the Project
and review the availability of appropriate categories of labor required for critical phases. The Construction Manager shall
make recommendations for actions designed to minimize adverse effects of labor shortages.

2.2.15 The Construction Manager shall assist the Owner in obtaining information regarding applicable requirements for
equal employment opportunity programs for inclusion in the Contract Documents.

2.2.16 Following the Owners approval of the Construction Documents, the Construction Manager shall update and
submit the latest estimate of Construction Cost and the Project construction schedule for the Architects review and the
Owners approval.

2.2.17 The Construction Manager shall submit the list of prospective bidders for the Architects review and the Owners
approval.

2.2.18 The Construction Manager shall develop bidders interest in the Project and establish bidding schedules. The
Construction Manager, with the assistance of the Architect, shall issue bidding documents to bidders and conduct prebid
conferences with prospective bidders. The Construction Manager shall assist the Architect with regard to questions from
bidders and with the issuance of addenda.

2.2.19 The Construction Manager shall receive bids, prepare bid analyses and make recommendations to the Owner for
the Owners award of Contracts or rejection of bids.

2.2.20 The Construction Manager shall assist the Owner in preparing Construction Contracts and advise the Owner on
the acceptability of Subcontractors and material suppliers proposed by Contractors.

2.2.21 The Construction Manager shall assist the Owner in obtaining building permits and special permits for permanent
improvements, except for permits required to be obtained directly by the various Contractors. The Construction Manager
shall verify that the Owner has paid applicable fees and assessments. The Construction Manager shall assist the Owner
and Architect in connection with the Owners responsibility for filing documents required for the approvals of
governmental authorities having jurisdiction over the Project.

2.3 CONSTRUCTION PHASE-ADMINISTRATION OF THE CONSTRUCTION CONTRACT
2.3.1 The Construction Phase will commence with the award of the initial Construction Contract or purchase order and,
together with the Construction Managers obligation to provide Basic Services under this Agreement, will end 30 days
after final payment to all Contractors is due.

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2.3.2 The Construction Manager shall provide administration of the Contracts for Construction in cooperation with the
Architect as set forth below and in the edition of AIA Document A201/CMa, General Conditions of the Contract for
Construction, Construction Manager-Adviser Edition, current as of the date of this Agreement.

2.3.3 The Construction Manager shall provide administrative, management and related services to coordinate scheduled
activities and responsibilities of the Contractors with each other and with those of the Construction Manager, the Owner
and the Architect to endeavor to manage the Project in accordance with the latest approved estimate of Construction Cost,
the Project Schedule and the Contract Documents.

2.3.4 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures, progress
and scheduling. The Construction Manager shall prepare and promptly distribute minutes to the Owner, Architect and
Contractors.

2.3.5 Utilizing the Construction Schedules provided by the Contractors, the Construction Manager shall update the
Project construction schedule incorporating the activities of the Contractors on the Project, including activity sequences
and durations, allocation of labor and materials, processing of Shop Drawings, Product Data and Samples, and delivery of
products requiring long lead time and procurement. The Project construction schedule shall include the Owners
occupancy requirements showing portions of the Project having occupancy priority. The Construction Manager shall
update and reissue the Project construction schedule as required to show current conditions. If an update indicates that the
previously approved Project construction schedule may not be met, the Construction Manager shall recommend corrective
action to the Owner and Architect.

2.3.6 Consistent with the various bidding documents, and utilizing information from the Contractors, the Construction
Manager shall coordinate the sequence of construction and assignment of space in areas where the Contractors are
performing Work.

2.3.7 The Construction Manager shall endeavor to obtain satisfactory performance from each of the Contractors. The
Construction Manager shall recommend courses of action to the Owner when requirements of a Contract are not being
fulfilled.

2.3.8 The Construction Manager shall monitor the approved estimate of Construction Cost. The Construction Manager
shall show actual costs for activities in progress and estimates for uncompleted tasks by way of comparison with such
approved estimate.

2.3.9 The Construction Manager shall develop cash flow reports and forecasts for the Project and advise the Owner and
Architect as to variances between actual and budgeted or estimated costs.

2.3.10 The Construction Manager shall maintain accounting records on authorized Work performed under unit costs,
additional Work performed on the basis of actual costs of labor and materials, and other Work requiring accounting
records.

2.3.11 The Construction Manager shall develop and implement procedures for the review and processing of applications
by Contractors for progress and final payments.

2.3.11.1 Based on the Construction Managers observations and evaluations of each Contractors Application for
Payment, the Construction Manager shall review and certify the amounts due the respective Contractors.

2.3.11.2 The Construction Manager shall prepare a Project Application for Payment based on the Contractors
Certificates for Payment.

2.3.11.3 The Construction Managers certification for payment shall constitute a representation to the Owner, based on
the Construction Managers determinations at the site as provided in Section 2.3.13 and on the data comprising the
Contractors Applications for Payment, that, to the best of the Construction Managers knowledge, information and
belief, the Work has progressed to the point indicated and the quality of the Work is in accordance with the Contract
Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract
Documents upon Substantial Completion, to results of subsequent tests and inspections, to minor deviations from the
Contract Documents correctable prior to completion and to specific qualifications expressed by the Construction
Manager. The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled
to payment in the amount certified.
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2.3.11.4 The issuance of a Certificate for Payment shall not be a representation that the Construction Manager 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 for the Contractors own Work, or procedures, (3) reviewed copies of requisitions
Contractors right to payment or (4) ascertained how or for what purpose the Contractor has used money previously paid
on account of the Contract Sum.

2.3.12 The Construction Manager shall review the safety programs developed by each of the Contractors for purposes of
coordinating the safety programs with those of the other Contractors. The Construction Managers responsibilities for
coordination of safety programs shall not extend to direct control over or charge of the acts or omissions of the
Contractors, Subcontractors, agents or employees of the Contractors or Subcontractors, or any other persons performing
portions of the Work and not directly employed by the Construction Manager.

2.3.13 The Construction Manager shall determine in general that the Work of each Contractor is being performed in
accordance with the requirements of the Contract Documents, endeavoring to guard the Owner against defects and
deficiencies in the Work. As appropriate, the Construction Manager shall have authority, upon written authorization from
the Owner, to require additional inspection or testing of the Work in accordance with the provisions of the Contract
Documents, whether or not such Work is fabricated, installed or completed. The Construction Manager, in consultation
with the Architect, may reject Work which does not conform to the requirements of the Contract Documents.

2.3.14 The Construction Manager shall schedule and coordinate the sequence of construction in accordance with the
Contract Documents and the latest approved Project construction schedule.

2.3.15 With respect to each Contractors own Work, the Construction Manager shall not have control over or charge of
and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety
precautions and programs in connection with the Work of each of the Contractors, since these are solely the Contractors
responsibility under the Contract for Construction. The Construction Manager shall not be responsible for a Contractors
failure to carry out the Work in accordance with the respective Contract Documents. The Construction Manager shall not
have control over or charge of acts or omissions of the Contractors, Subcontractors, or their agents or employees, or any
other persons performing portions of the Work not directly employed by the Construction Manager.

2.3.16 The Construction Manager shall transmit to the Architect requests for interpretations of the meaning and intent of
the Drawings and Specifications, and assist in the resolution of questions that may arise.

2.3.17 The Construction Manager shall review requests for changes, assist in negotiating Contractors proposals, submit
recommendations to the Architect and Owner, and, if they are accepted, prepare Change Orders and Construction Change
Directives which incorporate the Architects modifications to the Documents.

2.3.18 The Construction Manager shall assist the Architect in the review, evaluation and documentation of Claims.

2.3.19 The Construction Manager shall receive certificates of insurance from the Contractors and forward them to the
Owner with a copy to the Architect.

2.3.20 In collaboration with the Architect, the Construction Manager shall establish and implement procedures for
expediting the processing and approval of Shop Drawings, Product Data, Samples and other submittals. The Construction
Manager shall review all Shop Drawings, Product Data, Samples and other submittals from the Contractors. The
Construction Manager shall coordinate submittals with information contained in related documents and transmit to the
Architect those which have been approved by the Construction Manager. The Construction Managers actions shall be
taken with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner or Contractors.

2.3.21 The Construction Manager shall record the progress of the Project. The Construction Manager shall submit
written progress reports to the Owner and Architect including information on each Contractor and each Contractors
Work, as well as the entire Project, showing percentages of completion. The Construction Manager shall keep a daily log
containing a record of weather, each Contractors Work on the site, number of workers, identification of equipment, Work
accomplished, problems encountered, and other similar relevant data as the Owner may require.

2.3.22 The Construction Manager shall maintain at the Project site for the Owner one record copy of all Contracts,
Drawings, Specifications, addenda, Change Orders and other Modifications, in good order and marked currently to record
changes and selections made during construction, and in addition, approved Shop Drawings, Product Data, Samples and
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similar required submittals. The Construction Manager shall maintain records, in duplicate, of principal building layout
lines, elevations of the bottom of footings, floor levels and key site elevations certified by a qualified surveyor or
professional engineer. The Construction Manager shall make all such records available to the Architect and upon
completion of the Project shall deliver them to the Owner.

2.3.23 The Construction Manager shall arrange for the delivery, storage, protection and security of Owner-purchased
materials, systems and equipment that are a part of the Project until such items are incorporated into the Project.

2.3.24 With the Architect and the Owners maintenance personnel, the Construction Manager shall observe the
Contractors final testing and start-up of utilities, operational systems and equipment.

2.3.25 When the Construction Manager considers each Contractors Work or a designated portion thereof substantially
complete, the Construction Manager shall, jointly with the Contractor, prepare for the Architect a list of incomplete or
unsatisfactory items and a schedule for their completion. The Construction Manager shall assist the Architect in
conducting inspections to determine whether the Work or designated portion thereof is substantially complete.

2.3.26 The Construction Manager shall coordinate the correction and completion of the Work. Following issuance of a
Certificate of Substantial Completion of the Work or a designated portion thereof, the Construction Manager shall
evaluate the completion of the Work of the Contractors and make recommendations to the Architect when Work is ready
for final inspection. The Construction Manager shall assist the Architect in conducting final inspections.

2.3.27 The Construction Manager shall secure and transmit to the Architect warranties and similar submittals required by
the Contract Documents for delivery to the Owner and deliver all keys, manuals, record drawings and maintenance stocks
to the Owner. The Construction Manager shall forward to the Architect a final Project Application for Payment upon
compliance with the requirements of the Contract Documents.

2.3.28 Duties, responsibilities and limitations of authority of the Construction Manager as set forth in the Contract
Documents shall not be restricted, modified or extended without written consent of the Owner, Construction Manager,
Architect and Contractors. Consent shall not be unreasonably withheld.

3.1 GENERAL
3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 14, and
The Optional Additional Services described under Section 3.3 shall only be provided if authorized or confirmed in writing
by the Owner. If services described under Contingent Additional Services in Section 3.2 are required due to
circumstances beyond the Construction Managers control, the Construction Manager shall notify the Owner prior to
commencing such services. If the Owner deems that such services described under Section 3.2 are not required, the
Owner shall give prompt written notice to the Construction Manager. If the Owner indicates in writing that all or part of
such Contingent Additional Services are not required, the Construction Manager shall have no obligation to provide those
services.

3.2 CONTINGENT ADDITIONAL SERVICES
3.2.1 Providing services required because of significant changes in the Project including, but not limited to, changes in
size, quality, complexity or the Owners schedule.

3.2.2 Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and
furnishing services required in connection with the replacement of such Work.

3.2.3 Providing services made necessary by the termination or default of the Architect or a Contractor, by major defects
or deficiencies in the Work of a Contractor, or by failure of performance of either the Owner or Contractor under a
Contract for Construction.

3.2.4 Providing services in evaluating an extensive number of claims submitted by a Contractor or others in connection
with the Work.

3.2.5 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the
Construction Manager is party thereto.

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3.3 OPTIONAL ADDITIONAL SERVICES
3.3.1 Providing services relative to future facilities, systems and equipment.

3.3.2 Providing services to investigate existing conditions or facilities or to provide measured drawings thereof.

3.3.4 Providing services required for or in connection with the Owners selection, procurement or installation of
furniture, furnishings and related equipment.

3.3.5 Providing services for tenant improvements.

3.3.6 Providing any other services not otherwise included in this Agreement.

4.1 The Owner shall provide full information regarding requirements for the Project, including a program which shall set
forth the Owners objectives, schedule, constraints and criteria, including space requirements and relationships,
flexibility, expandability, special equipment, systems, and site requirements.

4.2 The Owner shall establish and update an overall budget for the Project based on consultation with the Construction
Manager and Architect, which shall include the Construction Cost, the Owners other costs and reasonable contingencies
related to all of these costs.

4.3 If requested by the Construction Manager, the Owner shall furnish evidence that financial arrangements have been
made to fulfill the Owners obligations under this Agreement.

4.4 The Owner shall designate a representative authorized to act on the Owners behalf with respect to the Project. The
Owner, or such authorized representative, shall render decisions in a timely manner pertaining to documents submitted by
the Construction Manager in order to avoid unreasonable delay in the orderly and sequential progress of the Construction
Managers services.

4.5 The Owner shall retain an architect whose services, duties and responsibilities are described in the edition of AIA
Document B141/Cma, Standard Form of Agreement Between Owner and Architect, Construction Manager-Adviser
Edition, current as of the date of this Agreement. The Terms and Conditions of the Agreement Between the Owner and
Architect shall be furnished to the Construction Manager and shall not be modified without written consent of the
Construction Manager, which consent shall not be unreasonably withheld. The Construction Manager shall not be
responsible for actions taken by the Architect.

4.6 The Owner shall furnish structural, mechanical, chemical, air and water pollution tests, tests for hazardous materials,
and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents.

4.7 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for
the Project, including auditing services the Owner may require to verify the Contractors Applications for Payment or to
ascertain how or for what purposes the Contractors have used the money paid by or on behalf of the Owner.

4.8 The Owner shall furnish the Construction Manager with a sufficient quantity of Construction Documents.

4.9 The services, information and reports required by Sections 4.5 through 4.8 shall be furnished at the Owners
expense, and the Construction Manager shall be entitled to rely upon the accuracy and completeness thereof.

4.10 Prompt written notice shall be given by the Owner to the Construction Manager and Architect if the Owner
becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents.

4.11 The Owner reserves the right to perform construction and operations related to the Project with the Owners own
forces, and to award contracts in connection with the Project which are not part of the Construction Managers
responsibilities under this Agreement. The Construction Manager shall notify the Owner if any such independent action
will interfere with the Construction Managers ability to perform the Construction Managers responsibilities under this
Agreement. When performing construction or operations related to the Project, the Owner agrees to be subject to the same
obligations and to have the same rights as the Contractors.

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4.12 Information or services under the Owners control shall be furnished by the Owner with reasonable promptness to
avoid delay in the orderly progress of the Construction Managers services and the progress of the Work.

5.1 DEFINITION
5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed
or specified by the Architect.

5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner
and equipment designed, specified, selected or specially provided for by the Architect, plus a reasonable allowance for the
Contractors overhead and profit. In addition, a reasonable allowance for contingencies shall be included for market
conditions at the time of bidding and for changes in the Work during construction. Except as provided in Section 5.1.3,
Construction Cost shall also include the compensation of the Construction Manager and Construction Managers
consultants.

5.1.3 Construction Cost does not include the compensation of the Architect and Architects consultants, costs of the
land, rights-of-way, financing or other costs which are the responsibility of the Owner as provided in Article 4. If any
portion of the Construction Managers compensation is based upon a percentage of Construction Cost, then Construction
Cost, for the purpose of determining such portion, shall not include the compensation of the Construction Manager or
Construction Managers consultants.

5.2.1 Evaluations of the Owners Project budget, preliminary estimates of Construction Cost and detailed estimates of
Construction Cost prepared by the Construction Manager represent the Construction Managers best judgment as a person
or entity familiar with the construction industry. It is recognized, however, that neither the Construction Manager nor the
Owner has control over the cost of labor, materials or equipment, over Contractors methods of determining bid prices, or
over competitive bidding, market or negotiating conditions. Accordingly, the Construction Manager cannot and does not
warrant or represent that bids or negotiated prices will not vary from the Project budget proposed, established or approved
by the Owner, or from any cost estimate or evaluation prepared by the Construction Manager.

5.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement by the furnishing,
proposal or establishment of a Project budget unless such fixed limit has been agreed upon in writing and signed by the
parties hereto. If such a fixed limit has been established, the Construction Manager shall be permitted to include
contingencies for design, bidding and price escalation, and shall consult with the Architect to determine what materials,
equipment, component systems and types of construction are to be included in the Contract Documents, to suggest
reasonable adjustments in the scope of the Project, and to suggest inclusion of alternate bids in the Construction
Documents to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of any
increase in the Contract Sums occurring after execution of the Contracts for Construction.

5.2.3 If the Bidding or Negotiation Phase has not commenced within 90 days after submittal of the Construction
Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the
general level of prices in the construction industry between the date of submission of the Construction Documents to the
Owner and the date on which proposals are sought.

5.2.4 If a fixed limit of Construction Cost (adjusted as provided in Section 5.2.3) is exceeded by the sum of the lowest
bona fide bids or negotiated proposals plus the Construction Managers estimate of other elements of Construction Cost
for the Project, the Owner shall:
.1 give written approval of an increase in such fixed limit;
.3 if the Project is abandoned, terminate in accordance with Section 9.3; or
.4 cooperate in revising the Project scope and quality as required to reduce the Construction Cost.

5.2.5 If the Owner chooses to proceed under Section 5.2.4.4, the Construction Manager, without additional charge, shall
cooperate with the Owner and Architect as necessary to bring the Construction Cost within the fixed limit, if established
as a condition of this Agreement.

ARTICLE 6 CONSTRUCTION SUPPORT ACTIVITIES
6.1 Construction support activities, if provided by the Construction Manager, shall be governed by separate contractual
agreements unless otherwise provided in Article 14.
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6.2 Reimbursable expenses listed in Article 14 for construction support activities may be subject to trade discounts,
rebates, refunds and amounts received from sales of surplus materials and equipment which shall accrue to the Owner,
and the Construction Manager shall make provisions so that they can be secured.

ARTICLE 7 OWNERSHIP AND USE OF ARCHITECTS DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS
7.1 The Drawings, Specifications and other documents prepared by the Architect are instruments of the Architects
service through which the Work to be executed by the Contractors is described. The Construction Manager may retain
one record set. The Construction Manager shall not own or claim a copyright in the Drawings, Specifications and other
documents prepared by the Architect, and unless otherwise indicated the Architect shall be deemed the author of them and
will retain all common law, statutory and other reserved rights, in addition to the copyright. All copies of them, except the
Construction Managers record set, shall be returned or suitably accounted for to the Architect, on request, upon
completion of the Project. The Drawings, Specifications and other documents prepared by the Architect, and copies
thereof furnished to the Construction Manager, are for use solely with respect to this Project. They are not to be used by
the Construction Manager on other projects or for additions to this Project outside the scope of the Work without the
specific written consent of the Owner and Architect. The Construction Manager is granted a limited license to use and
reproduce applicable portions of the Drawings, Specifications and other documents prepared by the Architect appropriate
to and for use in the performance of the Construction Managers services under this Agreement.

All copies made under this license shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications
and other documents prepared by the Architect. Submittal or distribution to meet official regulatory requirements or for
other purposes in connection with this Project is not to be construed as publication in derogation of the Architects
copyright or other reserved rights.

Arbitration Rules of the American Arbitration Association currently in effect unless the parties mutually agree otherwise.

8.2 Demand for arbitration shall be filed in writing with the other party to this Agreement and with the American
Arbitration Association. A demand for arbitration shall be made within a reasonable time after the claim, dispute or other
matter in question has arisen. In no event shall the demand for arbitration be made after the date when institution of legal
or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable
statutes of limitations.

reference to this Agreement signed by the Owner, Construction Manager, and any other person or entity sought to be
joined. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any
claim, dispute or other matter in question not described in the written consent or with a person or entity not named or
described therein. The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or
entity duly consented to by the parties to this Agreement shall be specifically enforceable in accordance with applicable
law in any court having jurisdiction thereof.

8.4 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance
with applicable law in any court having jurisdiction thereof.

the termination.

9.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Construction Manager shall be
compensated for services performed prior to notice of such suspension. When the Project is resumed, the Construction
Managers compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption
of the Construction Managers services.

9.3 This Agreement may be terminated by the Owner upon not less than seven days written notice to the Construction
Manager in the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for more than
90 consecutive days, the Construction Manager may terminate this Agreement by giving written notice.
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9.4 Failure of the Owner to make payments to the Construction Manager in accordance with this Agreement shall be
considered substantial nonperformance and cause for termination.

9.5 If the Owner fails to make payment when due the Construction Manager for services and expenses, the Construction
Manager may, upon seven days written notice to the Owner, suspend performance of services under this Agreement.
Unless payment in full is received by the Construction Manager within seven days of the date of the notice, the
suspension shall take effect without further notice. In the event of a suspension of services, the Construction Manager
shall have no liability to the Owner for delay or damage caused to the Owner because of such suspension of services.

9.6 In the event of termination not the fault of the Construction Manager, the Construction Manager shall be
compensated for services performed prior to termination, together with Reimbursable Expenses then due and all
Termination Expenses as defined in Section 9.7.

9.7 Termination Expenses are those costs directly attributable to termination for which the Construction Manager is not
otherwise compensated.

10.1 Unless otherwise provided, this Agreement shall be governed by the law of the place where the Project is located.

10.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201/CMa,
General Conditions of the Contract for Construction, Construction Manager-Adviser Edition, current as of the date of this
Agreement.

Completion for acts or failures to act occurring prior to Substantial Completion, or the date of issuance of the final Project
Certificate for Payment for acts or failures to act occurring after Substantial Completion.

10.4 Waivers of Subrogation. The Owner and Construction Manager waive all rights against each other and against the
Contractors, Architect, consultants, agents and employees of any of them, for damages, but only to the extent covered by
property insurance during construction, except such rights as they may have to the proceeds of such insurance as set forth
in the edition of AIA Document A201/CMa, General Conditions of the Contract for Construction, Construction Manager-
Adviser Edition, current as of the date of this Agreement. The Owner and Construction Manager each shall require
similar waivers from their Contractors, Architect, consultants, agents, and persons or entities awarded separate contracts
administered under the Owners own forces.

10.5 The Owner and Construction Manager, respectively, bind themselves, their partners, successors, assigns and legal
such other party with respect to all covenants of this Agreement. Neither Owner nor Construction Manager shall assign
this Agreement without the written consent of the other.

10.6 This Agreement represents the entire and integrated agreement between the Owner and Construction Manager and
only by written instrument signed by both Owner and Construction Manager.

third party against either the Owner or Construction Manager.

10.8 Unless otherwise provided in this Agreement, the Construction Manager and the Construction Managers
consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of
persons to hazardous materials in any form at the Project site, including but not limited to asbestos, asbestos products,
polychlorinated biphenyl (PCB) or other toxic substances.

ARTICLE 11 INSURANCE
11.1 CONSTRUCTION MANAGERS LIABILITY INSURANCE
11.1.1 The Construction Manager shall purchase from and maintain in a company or companies lawfully authorized to
do business in the jurisdiction in which the Project is located such insurance as will protect the Construction Manager
from claims set forth below which may arise out of or result from the Construction Managers operations under this
Agreement and for which the Construction Manager may be legally liable.
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.1 Claims under workers compensation, disability benefit and other similar employee benefit acts which are
applicable to the operations to be performed;
.2 claims for damages because of bodily injury, occupational sickness or disease, or death of the Construction
Managers employees;
.3 claims for damages because of bodily injury, sickness or disease, or death of any person other than the
Construction Managers employees;
.4 claims for damages insured by usual personal injury liability coverage which are sustained (1) by a person
as a result of an offense directly or indirectly related to employment of such person by the Construction
Manager, or (2) by another person;
.5 claims for damages, other than to the Work itself, because of injury to or destruction of tangible property,
including loss of use resulting therefrom;
.6 claims for damages because of bodily injury, death of a person or property damage arising out of
ownership, maintenance or use of a motor vehicle.

11.1.2 The insurance required by Section 11.1.1 shall be written for not less than limits of liability specified in Article 14
or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims-made basis,
shall be maintained without interruption from date of commencement of operations under this Agreement until date of
final payment and termination of any coverage required to be maintained after final payment.

ARTICLE 12 PAYMENTS TO THE CONSTRUCTION MANAGER
12.1.1 Direct Personnel Expense is defined as the direct salaries of the Construction Managers personnel engaged on the
Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as
employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar
contributions and benefits.

12.2.1 Reimbursable Expense are in addition to compensation for Basic and Additional Services and include expenses
incurred by the Construction Manager and Construction Managers employees and consultants in the interest of the
Project, as identified in the following Clauses.

12.2.1.1 Expense of transportation in connection with the Project, expenses in connection with authorized out-of-town
Project.

12.2.1.2 Expense of reproductions, postage, express deliveries, electronic facsimile transmissions and handling of
Drawings, Specifications and other documents.


12.2.1.4 Expense of additional insurance coverage or limits requested by the Owner in excess of that normally carried by
the Construction Manager.



12.3.3 If and to the extent that the time initially established in Section 13.5.1 of this Agreement is exceeded or extended
through no fault of the Construction Manager, compensation for any services rendered during the additional period of
time shall be computed in the manner set forth in Section 13.3.1.

12.3.4 When compensation is based on a percentage of Construction Cost 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, in accordance with Section 13.2.1, based on (1) the lowest bona fide bids or negotiated
proposals, or (2) if no such bids or proposals are received, the latest approved estimate of such portions of the Project.

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12.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES
12.4.1 Payments on account of the Construction Managers Additional Services and for Reimbursable Expenses shall be
made monthly upon presentation of the Construction Managers statement of services rendered or expenses incurred.

12.5.1 No deductions shall be made from the Construction Managers compensation on account of penalty, liquidated
damages or other sums withheld from payments to Contractors, or on account of the cost of changes in Work other than
those for which the Construction Manager has been found to be liable.

12.6 CONSTRUCTION MANAGERS ACCOUNTING RECORDS
12.6.1 Records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the
basis of a multiple of Direct Personnel Expense shall be available to the Owner or the Owners authorized representative
at mutually convenient times.

The Owner shall compensate the Construction Manager as follows:

13.1 AN INITIAL PAYMENT of
($ ) shall be made upon execution of this Agreement and credited to the owners account at final
payment.

13.2.1 FOR BASIC SERVICES, as described in Article 2, and any other services included in Article 14 as part of Basic

For Pre-Construction Phase Services:

For Construction Phase Services:

13.3.1 FOR ADDITIONAL SERVICES OF THE CONSTRUCTION MANAGER, as described in Article 3, and any
other services included in Article 14 as Additional Services, compensation shall be computed as follows:

13.4.1 FOR REIMBURSABLE EXPENSES, as described in Section 12.2, and any other items included in Article 14 as
Reimbursable Expenses, a multiple of ( ) times the expenses incurred by
the Construction Manager and the Construction Managers employees and consultants in the interest of the Project.
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( ) months of the date hereof, through no fault of the Construction Manager, extension of the Construction
Managers services beyond that time shall be compensated as provided in Sections 12.3.3 and 13.3.1.

13.5.2 Payments are due and payable ( ) days from the date of the
Construction Managers 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 Construction Manager.

(Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and
other regulations at the Owners and Construction Managers principal places of business, the location of the Project
and elsewhere may affect the validity of this provision. Specific legal advice should be obtained with respect to deletions
or modifications, and also regarding requirements such as written disclosures or waivers.)

salary review practices of the Construction Manager.

(Insert descriptions of other services, identify Additional Services included within Basic Compensation and modifications
to the payment and compensation terms included in this Agreement.)

14.1 LIMITS ON INSURANCE
The insurance required by Article 11 shall be written for not less than the following limits, or greater if required by law:
(Insert the specific dollar amounts for the appropriate insurance limits of liability.)


OWNER CONSTRUCTION MANAGER




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5.5Other Reimbursable Expenses, if any are as follows:

5.7An initial payment of Dollars ($ )

A.1.2The physical parameters are as follows:

A.1.3The program for the Project is as follows:

This document has important

A.1.5The financial parameters are as follows:

A.1.The schedule parameters are as follows:

A.1.8The insurance parameters are as follows: