Search

init.

§ 3.4.3 Upon receipt of the Construction Manager’s information and 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 Owner’s
approval of the Design Development Documents.

§ 3.5 Construction Documents Phase Services

§ 3.5.1 Based on the Owner’s approval of the Design Development Documents, and on the Owner’s authorization of
any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare
Construction Documents for the Owner’s approval and the Construction Manager’s review. The Construction
Documents shall illustrate and describe the further development of the approved Design Development Documents
and shall consist of Drawings and Specifications setting forth in detail the quality levels 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 Construction Manager will provide additional information, including Shop Drawings,
Product Data, Samples and other similar submittals, which the Architect shall review in accordance with Section
3.64.

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

§ 3.5.3 During the development of the Construction Documents, if requested by the Owner, the Architect shall assist
the Owner and Construction Manager in the development and preparation of (1) the Conditions of the Contract for
Construction (General, Supplementary and other Conditions) and (2) a project manual that includes the Conditions
of the Contract for Construction and Specifications and may include sample forms,

§ 3.5.3.1 The Construction Manager shall, on behalf of the Owner, prepare applications and submittals for the
Owner's use in obtaining all normal design-related construction permits and approvals required by governmental
authorities having jurisdiction.

§ 3.5.4 Prior to the conclusion of the Construction Documents Phase, the Architect shall submit the Construction
Documents to the Owner and the Construction Manager. The Architect shall meet with the Construction Manager to
review the Construction Documents, make adjustments, for coordination and to review costs.

§ 3.5.5 Upon receipt of the Construction Manager’s information and estimate at the conclusion of the Construction
Documents Phase, the Architect shall take action as required under Section 6.7 and obtain the Owner’s approval of
the Construction Decuments.

§ 3.5.6 The Owner’s review and approval of the Construction Documents shall not relieve the Architect for
compliance with the requirements of applicable regulations or building codes or for design deficiencies, omissions
or errors.

§ 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 Construction
Manager as set forth below and in AIA Document A201™—2007, General Conditions of the Contract for
Construction, unless otherwise provided in this Agreement. The Architect shall perform all duties and obligations
that are assigned to the Architect in the General Conditions unless such duties and obligations on the part of the
Architect are expressly waived in this Agreement. If the Owner and Construction Manager modify AIA Document
A201-2007, those modifications shall not affect the Architect’s services under this Agreement unless the Owner and
the Architect amend this Agreement.

§ 3.6.1.2 Subject to Section 4.3, the Architect’s responsibility to provide Construction Phase Services commences
upon the Owner’s acceptance of the Construction Manager’s Guaranteed Maximum Price proposal, the Owner’s
approval of the Construction Manager’s Control Estimate, or the Owner’s issuance of a Notice to Proceed to the
Consiruction Manager. Subject to Section 4.3, the Architect's responsibility to provide Construction Phase Services
terminates on the date the Architect issues the final Certificate for Payment.

§ 3.6.1.3 The Architect shall be a representative of and advise and consult with the Owner and Construction
Manager during the Construction Phase Services. The Architect shall have authority to act on behalf of the Owner

AIA Document 8133™ — 2014. Copyright © 2014 by The American Institute of Architects. AN rights reserved. WARNING: This AIA® Document is protected

by U.S. Copyright Law and Intemational Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in 40
severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software

at 09:28:04 on 11/11/2016 under Order No.1575871642_1 which expires on 02/08/2017, and is not for resale.

User Notes: (1482978134)

init.

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 Construction Manager’s failure to perform
the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the
Architect’s negligent acts or omissions, but shall not have control over or charge of, and shall not be responsible for,
acts or omissions of the Construction Manager or of any other persons or entities performing portions of the Work.

§ 3.6.2 Evaluations of the Work

§ 3.6.2.1 The Architect, as a representative of the Owner, shall visit the site at intervals appropriate to the stage of
construction, (1) to become generally familiar with and keep the Owner informed about the progress and quality of
the portion of the Work completed, (2) to endeavor to guard the Owner against defects and deficiencies in the Work,
and (3) to 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 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 at least once a month submit a written report to the Owner to 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.

§ 3.6.2.2 Site visits shall be made by representatives of the Architect and its consultants who are knowledgeable of
the Project requirements and competent in each discipline having work in current progress. These representatives
shall visit the site at intervals to assure conformance with the design shown in the Contract Documents and to
observe, as experienced and qualified design professionals, the progress and quality of the various aspects of the
Construction Manager’s work.

§ 3.6.2.3 The Architect has the authority to reject Work that does not conform to the Contract Documents unless the
Owner decides otherwise. Whenever the Architect considers it necessary or advisable, the Architect shall have the
authority to require mspection 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, Subcontractors, material and equipment suppliers, their
agents or employees or other persons or entities performing portions of the Work.

§ 3.6.2.4 The Architect shall interpret and decide matters concerning performance under, and requirements of, the
Contract Documents on written request of either the Owner or Construction Manager. The Architect’s response to
such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness.

§ 3.6.2.5 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 Construction
Manager, and shall not show partiality to either. Except in the case of interpretations resulting in omissions, defects
or errors in Instruments of Service, or perpetuating commissions, defects or errors in the Instruments of Service, the
Architect and its consultants shall not be liable for results of interpretations or decisions rendered in good faith. The
Architect’s decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the
Contract Documents.

§ 3.6.3 Certificates for Payment to Construction Manager

§ 3.6.3.1 The Architect shall review and certify the amounts due the Construction Manager and shall issue
certificates in such amounts. The Architect’s certification for payment shall constitute a representation to the Owner,
based on the Architect’s evaluation of the Work as provided in Section 3.6.2 and on the data comprising the
Construction Manager’s Application for Payment, that, to the best of the Architect’s 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 results of subsequent tests and inspections, (2)
to correction of minor deviations from the Contract Documents prior to completion, and (3) to specific qualifications
expressed by the Architect to the Owner in writing prior to the issuance of a certificate of payment.

&IA Document 8133 ~ 2014. Copyright © 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected
by U.S. Copyright Law and Intemational Treaties. Unauthorized reproduction or distribution of this AIA” Document, or any portion of it, may result in 11
severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software

at 09:28:04 on 11/11/2016 under Order No.1575871642_1 which expires on 02/08/2017, and is not for resale.
User Notes: (1482978134)

init.

§ 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 Construction
Manager’s right to payment, or (4) ascertained how or for what purpose the Construction Manager 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 Construction Manager’s 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
submittal schedule or, in the absence of an approved submittal schedule, with reasonable promptness.

§ 3.6.4.2 In accordance with the Architect-approved Construction Manager’s submittal schedule, the Architect shall
review and approve or take other appropriate action upon the Construction Manager’s submittals such as Shop
Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with
information given and the design concept expressed in the Contract Documents. Review of such submittals is not for
the purpose of determining the accuracy and completeness of other information such as dimensions, quantities, and
installation or performance of equipment or systems, which are the Construction Manager’s responsibility. The
Architect’s 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 Architect’s approval of a
specific item shall not indicate approval of an assembly of which the item is a component.

§ 3.6.4.3 If the Contract Documents specifically require the Construction Manager 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 Construction Manager that bear such professional’s 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
Architect's response to such requests shall be made in writing with reasonable promptness. If appropriate, the
Architect shall prepare and issue supplemental Drawings and Specifications in response to requests for information.

§ 3.6.45 The Architect shall maintain a detailed, chronological record of submittals and copies of submittals
supplied by the Construction Manager 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, with
supporting technical and cost documentation and data, for the Owner’s approval and execution in accordance with
the Contract Documents. Prior to preparing any Modification, the Architect shall request from the Construction
Manager any substantiating data required by Article 7 of the General Conditions of the Contract for Construction,
including cost or pricing data, as applicable, and assist the Owner in a thorough review of the information provided.

§ 3.6.5.2 The Architect shall maintain detailed, chronological records relative to changes in the Work.

§ 3.6.6 Project Completion

§ 3.6.6.1 The Architect and the Architect’s consultants shail 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 Construction Manager and forward to the Owner, for the Owner’s review and records, written warranties and

AIA Document B133™ — 2014. Copyright © 2014 by The American institute of Architects. All rights reserved. WARNING: This AIA” Document is protected

by U.S, Copyright Law and Intemational Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in 12
severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software

at 09:28:04 on 11/11/2016 under Order No.1575871642_1 which expires on 02/08/2017, and is not for resale.

User Notes: (14829781 34)

Init.

related documents required by the Contract Documents and assembled by the Construction Manager; and issue a
final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of
the Contract Documents.

§ 3.6.6.1.1 The Architect and the Architect’s consultants and Engineers shall provide one Substantial Completion
inspection and one Final Completion Inspection as part of Basic Services. Where projects have been designed for
phased completion, the Architect and the Architect’s consultants and Engineers shall provide one Substantial
Completion inspection and one Final Completion Inspection for each phase of the project. If additional inspections
are required, payment to the Architect shall be adjusted in accordance with Section 4.3.

§ 3.6.6.2 The Architect’s inspections shall be conducted with the Owner to check conformance of the Work with the
requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the
Construction Manager of Work to be completed or corrected.

§ 3.6.6.3 When the Work 1s found to be substantially complete, the Architect shall inform the Owner about the
balance of the Contract Sum remaining to be paid the Construction Manager, 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 Construction
Manager: (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 Construction Manager under the Contract Documents.

§ 3.6.6.5 No later than the 10" (tenth) month after the date of Substantial Completion, the Architect shall, without
additional compensation, conduct a meeting with the Owner to inspect the Project and review the facility operations
and performance. The Architect shall prepare a report indicating outstanding work or deficiencies in the Work to
be corrected by the Construction Manager. The Architect shall provide the report to the Owner and, at the Owner’s
direction, to the Construction Manager. Upon the Owner’s request and as Additional Service, the Architect shall
assist the Owner in taking necessary action to see that the deficiencies are corrected.

§ 3.6.6.6 The Architect shall prepare, from Construction Manager-supplied information, and provide to the Owner a
set of reproducible Record Plans showing all significant changes in the work made during construction. Plans shall
be stamped “Record Plans". This set of reproducible documents shall be in addition to computer media plans.

§ 3.7 Coordination of Services

Architect shall be fully responsible for coordinating all Architect’s Basic and Additional Services required under this
Agreement regardless of whether performed by its own employees or by consultants hired by Architect to perform a
portion of its services ("Subconsultants"). The purpose of such coordination is to ensure that the services required
are performed ina reasonably efficient, timely and economical manner. Architect shall be responsible to Owner for
the services furnished to the Architect by Subconsultants te the same extent as if Architect had furnished the service
itself. Architect also agrees to coordinate, and resolve any inconsistencies in its work of its Subconsultants. All of
the Architect’s contracts with Subconsultants shall be in writing, signed by both parties, and shall include the
provision: "The Owner is intended to be a third party beneficiary of the agreement."

§ 3.7.1 Compliance with Laws

Architect shall provide a design which when constructed in accordance with the Contract Documents will comply
with all applicable federal, state and local laws, statutes, ordinances, rules, regulations, orders or other legal
requirements existing on the date of this Agreement and which may be enacted prior to Owner’s approval of
completed Construction Documents.

ARTICLE 4 ADDITIONAL SERVICES

§ 4.1 Unless otherwise provided in this Agreement, Additional Services listed below and not identified as a Basic
Service 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 Architect’s responsibility, and the
Owner shall compensate the Architect as provided in Section 11.2.

AIA Document B133™ — 2014. Copyright © 2014 by The American institute of Architects. All rights reserved. WARNING: This AIA® Document is protected

by U.S. Copyright Law and Intemational Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of if, may result in 13
severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AiA software

at 09:28:04 on 11/11/2016 under Order No.1575871642_1 which expires on 02/08/2017, and is not for resale.

User Notes: (1482978134)

Init.

(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.)
Services Responsibility Location of Service Description
(Architect, Owner | (Section 4.2 below or in an exhibit
or attached to this document and
Not Provided) identified below)
§ 4.1.1 Assistance Owner with selection of the Architect/Owner Completed
Construction Manager
§ 41.2 Programming Architect/Owner Completed
§ 4.1.3. Multiple preliminary designs NP
§ 414 Measured drawings NP
§ 4.1.5 Existing facilities survey Architect Included in Basic Services
§ 41.6 Site Evaluation and Planning NP
(B203™_2007)
§.4.1.7 Building Information Modeling NP
(E203™_2013)
§ 41.8 Civil engineering Owner
§ 41.9 Landscape design NP
§ 4.1.10 Architectural Interior Design NP
(B252™_2007)
§ 4.1.41 Value Analysis (B204™_2007) NP
§ 4.1.12 Detailed cost estimating NP
§ 4.4.13 On-site project representation Owner
(B207™*-2008)
§ 4.1.14 Conformed construction documents NP
§ 4.1.45 As-Designed Record drawings NP
§ 4116 As-Constructed Record drawings Architect Included in Basic Services
§ 44.47 Post occupancy evaluation Architect/Owner
§ 41.18 Facility Support Services (B210™—2007) NP
§ 4.1.19 | Tenant-related services NP
§ 41.20 Coordination of Owner's consultants Architect
§ 4.1.21 Telecommunications/data design Owner
§ 4.1.22 Security Evaluation and Planning Owner
(B206™-2007)
§ 4.1.23 Commissioning (B21 1™—2007) Owner
§ 4.1.24 Extensive sustainable design services NP
§ 4.1.25 LEED™ Certification (B214™_2012) NP
§ 4.1.26 Historic Preservation (B205™—2007) NP
§ 4.1.27 Furniture, Furnishings, and Equipment Architect/Owner
Design
§ 4.1.28 Hazardous Materials Survey Owner Completed

§ 4.2 Insert a description of each Additional Service designated in Section 4.1 as the Architect’s 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 Architect’s schedule.

AIA Document 8133™ - 2014, Copyright © 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA” Document is protected

by U.S. Copyright Law and Intemational Treaties. Unauthorized reproduction or distribution of this AIA’ Document, or any portion of it, may result in 14
severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software

at 09:28:04 on 41/41/2016 under Order No.1575871642_1 which expires on 02/08/2017, and is not for resale.

User Notes: (1482978134)

init.

§ 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 Owner’s written authorization:

1 Services necessitated by a change in the Initial Information, previous instructions or
recommendations given by the Construction Manager or the Owner, approvals given by the Owner,
or a material change in the Project including, but not limited to, size, quality, complexity, the
Owner’s schedule or budget for Cost of the Work, or bid packages in addition to those listed in
Section 1.1.6;

2 Making revisions in Drawings, Specifications, or other documents (as required pursuant to Section
6.7), when such revisions are required because the Construction Manager’s estimate of the Cost of the
Work, Guaranteed Maximum Price proposal, or Control Estimate 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 Services necessitated by the Owner’s request for extensive sustainable design alternatives, such as
unique system designs, in-depth material research, energy modeling, or LEED® certification;

4 Changing or editing previously prepared Instruments of Service necessitated by the enactment or
revision of codes, laws or regulations, or revisions or changes to official interpretations;

.5 Services necessitated by decisions of the Owner or Construction Manager not rendered in a timely
manner or any other failure of performance on the part of the Owner or the Owner’s consultants or

contractors;

& Reserved

Preparation of design and documentation for alternate bid or proposal requests proposed by the
Owner or Construction Manager;

8 Preparation for, and attendance at, a public presentation, meeting or hearing;

§ Preparation for, and attendance at a dispute resolution proceeding or legal proceeding, except where
the Architect is party thereto;

100 Reserved

11. Consultation concerning replacement of Work resulting from fire or other cause during construction;

12. Reserved

13 Services necessitated by replacement of the Construction Manager or conversion of the Construction
Manager as constructor project delivery method to an alternative project delivery method;

14 Services necessitated by the Owner’s delay in engaging the Construction Manager; and

18 Making revisions in Drawings, Specifications, and other documents resulting from substitutions
included in the agreed to assumptions and clarifications contained in the Guaranteed Maximum Price
Amendment or Control Estimate.

§ 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 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 Construction Manager’s submittal out of sequence from the submittal schedule agreed to
by the Architect;

2 Responding to the Construction Manager’s requests for information that are not prepared in
accordance with the Contract Documents or where such information is available to the Construction
Manager from a careful study and comparison of the Contract Documents, field conditions, other
Owner-provided information, Construction Manager-prepared coordination drawings, or prior Project
correspondence or documentation:

3 Preparing Change Orders, and Construction Change Directives that require evaluation of the
Construction Manager’s proposals and supporting data, or the preparation or revision of Instruments
of Service, provided such Change Orders and Change Directives are not the result of omissions,
defects or errors in the Instruments of Service:

4° - Reserved

3 Evaluating substitutions proposed by the Owner or Construction Manager and making subsequent
revisions to Instruments of Service resulting therefrom; or

6 = To the extent the Architect’s Basic Services are affected, providing Construction Phase Services.
Other than those required in Section 3.6.6.5, 60 days after (1) the date of Substantial Completion of

AIA Document B133™ - 2014. Copyright © 2014 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 fo the maximum extent possible under the law. This document was produced by AIA software

at 09:28:04 on 11/11/2016 under Order No.1575871642_1 which expires on 02/08/2017, and is not for resale.

User Notes: (1482978134)

Init.

the Work or (2) the anticipated date of Substantial Completion, identified in Initial Information,
whichever is earlier, provided the delay in Substantial Completion of the Work is for causes beyond
the control of the Architect and the Architect’s consultants.

§ 4.3.3
(Paragraphs deleted)
Reserved

§ 4.3.4 Reserved

ARTICLE 5 OWNER’S RESPONSIBILITIES

§ 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner
regarding requirements for and limitations on the Project, including a written program which shall set forth the
Owner’s objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility,
expandability, special equipment, systems and site requirements.

§ 5.2 The Owner shall retain a Construction Manager to provide services, duties, and responsibilities as described in
the agreement selected in Section 1.1.5.

§ 5.3 The Owner shall furnish the services of a Construction Manager that shall be responsible for creating the
overall Project schedule. The Owner shall adjust the Project schedule, if necessary, as the Project proceeds.

§ 5.4 The Owner shall establish and periodically update the Owner’s budget for the Project, including (1) the budget
for the Cost of the Work as defined in Section 6.1; (2) the Owner’s other costs; and, (3) reasonable contingencies
related to all of these costs. The Owner shall furnish the services of a Construction Manager that shall be responsible
for preparing all estimates of the Cost of the Work. If the Owner significantly increases or decreases the Ownet’s
budget for the Cost of the Work, the Owner shall notify the Architect. The Owner and the Architect shall thereafter
agree to a corresponding change in the budget for the Cost of the Work or in the Project’s scope and quality.

§ 5.4.1 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 Construction Manager to remove and replace previously
installed Work. If the Owner selects accelerated, phased or fast-track scheduling, the Owner agrees to include in the
budget for the Project sufficient contingencies to cover such costs.

§ 5.5 The Owner shall identify a representative authorized to act on the Owner’s behalf with respect to the Project.
The Owner shall render decisions and approve the Architect’s submittals in a timely manner in order to avoid
unreasonable delay in the orderly and sequential progress of the Architect’s services.

§ 5.6 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.

§ 5.7 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.

§ 5.8 The Owner shall coordinate the services of its own consultants with those services provided by the Architect.
Upon the Architect’s request, the Owner shall furnish copies of the scope of services in the contracts between the
Owner and the Owner’s consultants. The Owner shall! furnish the services of consultants other than those designated
in this Agreement, or authorize the Architect to furnish them as an Additional Service, when the Architect requests

AIA Document 8133™ — 2014. Copyright © 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA’ Document is protected

by U.S. Copyright Law and intemational Treaties. Unauthorized reproduction or distribution of this AIA’ Document, or any portion of it, may result in 16
severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software

at 09:28:04 on 11/11/2016 under Order No.1575871642_1 which expires on 02/08/2017, and is not for resale.

User Notes: (14829781 34)

init.

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 and other liability insurance as appropriate to the
services provided.

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

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

§ 5.11 The Owner, with reasonable promptness, shall provide written notice to the Architect and Construction
Manager if the Owner becomes aware of any fault or defect in the Project, including errors, omissions or
inconsistencies in the Architect's Instruments of Service.

§ 5.12 The Owner will endeavor to communicate with the Construction Manager and Architect’s consultants
through the Architect about matters arising out of or relating to the Contract Documents. The Owner shall notify the
Architect of any direct communications that may affect the Architect’s services within a reasonable time.

§ 5.13 Before executing the Contract for Construction, the Owner shall coordinate the Architect’s duties and
responsibilities set forth in the Contract for Construction with the Architect’s services set forth in this Agreement.
The Owner shail provide the Architect a copy of the executed agreement between the Owner and Construction
Manager, including the General Conditions of the Contract for Construction.

§ 5.14 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and
shall obligate the Construction Manager to provide the Architect access to the Work wherever it is in preparation or
progress.

§ 5.15 Notwithstanding anything to the contrary contained in this Agreement, the Owner’s review and approval of
any and all documents or other matters required herein shal! not be construed to be for the purpose of determining
the Architect has met its professional duty of care in the preparation of the Instruments of Service.

§ 5.16 Any reference in the Contract Documents to the Owner taking action or rendering a decision within a
"reasonable time" or with "reasonable promptness" is understood to mean no more than fourteen (14) days, unless
otherwise specified in the Contract Documents or otherwise agreed to by the parties.

ARTICLE 6 COST OF THE WORK

§ 8.1 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 the Construction Managers’ general
conditions costs, overhead, and profit. The Cost of the Work does not include the compensation of the Architect, the
compensation of the Construction Manager for Preconstruction Phase services, the costs of the land, rights-of-way,
financing, contingencies for changes in the Work or other costs that are the responsibility of the Owner.

§ 6.2 The Owner’s budget for the Cost of the Work is provided in the Initial Information, and may be adjusted
throughout the Project as required under Sections 5.4 and 6.4, Evaluations of the Owner’s budget for the Cost of the
Work represent the Architect’s judgment as a design professional.

§ 6.3 In preparing estimates for the Cost of Work, the Construction Manager at Risk shall be permitted to include
contingencies for subcontract bidding and price escalation; to determine what materials, equipment, component
systems and types of construction are to be included in the Contract Documents; and, in consultation with, and
subject fo approval by, the Owner, to make reasonable adjustment in the program and scope of the Project as may be
necessary to adjust the estimated Cost of the Work to meet the Owner’s budget for the Cost of the Work. The
Construction Manager’s 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 being the Construction
Manager cost services, such services shall be provided as an Additional Service.

AIA Document B133™ — 2014. Copyright © 20144 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected

by U.S. Copyright Law and Intemational Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in 47
severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software

at 09:28:04 on 11/1 1/2016 under Order No. 1575871642_1 which expires on 02/08/2017, and is not for resale.

User Notes: (1482978134)

Init.

§ 6.3.1 If the Architect is providing detailed cost estimating services as an Additional Service, and a discrepancy
exists between the Construction Manager’s cost estimates and the Architect’s cost estimates, the Architect shail
work cooperatively with the Construction Manager to conform the cost estimates to one another.

§ 6.3.2 Subject to Section 4.3, if the Owner engages a Cost Consultant and a discrepancy exists between the
Construction Manager’s estimate and the Cost Consultant’s estimate, the Architect shall assist the Cost Consultant
and Construction Manager as necessary to conform the estimates to one another.

§ 6.4 1f, prior to the conclusion of the Design Development Phase, the Construction Manager’s estimate of the Cost
of the Work exceeds the Owner’s budget and previously approved estimates, the Construction Manager shall notify
and make recommendations to the Owner and Architect. The Architect, in consultation with the Construction
Manager, shall prepare revisions to Drawings, Specifications or other documents required due to the inaccuracies or
incompleteness in the cost estimate. The Architect is to review the Construction Manager estimates, make
appropriate recommendations to the Owner to adjust the Project’s size or budget, and the Owner shall for the
Architect’s guidance in completion of its services, receive guidance from the Construction Manager as to the
materials selection, and coordination of design. The Architect shall report to the Owner any material inaccuracies
and inconsistencies noted during the review to the Construction Manager and the Owner.

§ 6.5 If at any time the Construction Manager’s estimate of the Cost of the Work exceeds the Owner’s budget for
the Cost of the Work,

(Paragraphs deleted)

the Architect shail, in consultation with the Construction Manager, make appropriate recommendations to the Owner
to adjust the Project’s size or quality for the Cost of the Work and the Owner shall cooperate with the Architect in
making such adjustments. However, the Architect shall not be required to perform such services at no cost to the
Owner if the unfavorable estimate is the result of conditions beyond the Architect’s reasonable control.

§ 6.6 Reserved
§ 6.7 Reserved

ARTICLE 7 COPYRIGHTS AND LICENSES

§ 7.1 The Architect represents that in transmitting Instruments of Service, or any other information, the Architect 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 Architect’s consultants shall be deemed the authors and owners of their respective
Instruments of Service, including the Drawings and Specifications, and shall retain all common law, statutory and
other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official
regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication
in derogation of the reserved rights of the Architect and the Architect’s consultants.

§ 7.3 The Owner acknowledges the Architect’s and Engineering subconsultant’s construction documents, including
electronic files, as instruments of professional service. Nevertheless, the final construction documents prepared
under this Agreement shall become the property of the Owner upon completion of the services and payment in full
of all undisputed monies due to the Architect. The Owner shall not reuse for another project. The Owner agrees, to
the fullest extent permitted by law, to indemnify and hold harmless the Architect, its officers, directors, employees
and subconsultants (collectively, the Architect) against any damages, liabilities or costs, including reasonable
attorneys’ fees and defense costs, arising from or allegedly arising from or in any way connected with the
unauthorized reuse or modification of the construction documents by the Owner or any person or entity that acquires
or obtains the construction documents from or through the Owner without the written authorization of the Architect.

§ 7.3.1 In the event the Owner uses the Instruments of Service without retaining the authors of the Instruments of
Service, the Owner releases the Architect and Architect’s consultant(s) from all claims and causes of action arising
from such uses. The Owner, to the extent permitted by law, further agrees to waive any claims against, and
indemnify and hold harmless, the Architect and its consultants from all costs and expenses, including the cost of

AIA Document B133™ — 2014. Copyright © 2014 by The American Institute of Architects, All rights reserved, WARNING: This AIA” Document is protected

by U.S. Copyright Law and Intemational Treaties. Unauthorized reproduction or distribution of this AIA’ Document, or any portion of it, may result in 18
severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software

at 09:28:04 on 11/11/2016 under Order No.1575871642_7 which expires on 02/08/2017, and is not for resale.

User Notes: (14829787 34)

init.

defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and
expenses arise from the Owner’s use of the Instruments of Service under this Section 7.3.1.

§ 7.4 Reserved

§ 7.5 The Architect shall not use or allow to be used the Drawings, Specifications or reports or unique design
aspects of this Project for any other project, without the prior written approval of the Owner. Architect may re-use
standard specification texts and details.

§ 7.6 Upon the filing by the Architect of a petition in bankruptcy or upon other proceeding or action by or against
the Architect under the relevant law on bankruptcy, this Agreement shall be governed by Section 365(n) of the US.
Bankruptcy Code, if applicable. If any person seeks to reject this Agreement pursuant to bankruptcy law, the
Owner shall have the option of using the Instruments of Service for either the original term of this Agreement or a
period of five (5) years after rejection is requested.

ARTICLE 8 CLAIMS AND DISPUTES

§ 8.1 General

§ 8.1.1 The Architect shall indemnify and hold the Owner and the Owner’s 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.

(Paragraphs deleted)

§ 8.2 Mediation

§ 8.2.1 The Owner and Architect may endeavor to resolve claims, disputes and other matters in question between
them by mediation. 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.

§ 8.2.2 The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the place
where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall
be enforceable as settlement agreements m any court baving jurisdiction thereaf.

§ 8.2.3 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 subsequenily agree in writing to a binding dispute resolution method other than litigation, the dispute will
be resolved in a court of competent jurisdiction.)

[ JArbitration
{ X ] Litigation in a court of competent jurisdiction
i JOther: (Specify)

§ 8.2.4

(Paragraphs deleted)

In the event of any Controversy between Owner and Architect under this Agreement, including but not limited to,
whether or not-any services Owner expects Architect to perform are within the scope of Basic Services or any
dispute as to whether the Architect is entitled to additional compensation for any Work required, Architect shall
continue to proceed diligently with the performance of its services under this Agreement pending resolution of the
dispute, and Owner agrees to pay Architect in accordance with this Agreement for all services rendered by Architect
which are not the subject of the Controversy.

(Paragraphs deleted)

AIA Document B133™ ~ 2014, Copyright © 2014 by The American Institute of Architects, All rights reserved. WARNING: This AIA” Document is protected
by U.S. Copyright Law and intemational Treaties. Unauthorized reproduction or distribution of this AA” 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 Jaw. This document was produced by AIA software
at 09:28:04 on 11/11/2016 under Order No.1575871642_4 which expires on 02/08/2017, and is not for resale.

User Notes: (1482978134)

19