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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, cap tig s of basic systems, or
the kinds and quality of materials, finishes, or equipment;

3 Services necessitated by the Owner’s request for extensive sustainable desigh ali ernatives, 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 7"
revision of codes, laws or regulations, or official interpretations; roeenenenta annonce

5 Services necessitated by decisions of the Owner or Construction Manager ndt rehdered in a timely

: manner or any other failure of performance on the part of the Owner or the @wner’s consultants or

contractors;
6 Preparing digital data for transmission to the Owner’s consultants and contratt@is, or to other Owner
authorized recipients; ' ro

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

8 Preparation for, and attendance at, a public presentation, meeting or hearing: i
‘9 Preparation for, and attendance at a dispute resolution proceeding or legal proceeding, exc =pt where os
the Architect is party thereto;

10 Evaluation of the qualifications of bidders or persons providing proposals; Ty
11 Consultation concerning replacement of Work resulting from fire or other ca useduring construction. |
12 Assistance to the Initial Decision Maker, if other than the Architect;
13 Services necessitated by replacement of the Construction Manager or conversion of the Construction - eee =.
Manager as constructor project delivery method to an alternative project delivery method; . ne a
14 Services necessitated by the Owner’s delay in engaging the Construction Manager; and
5 Making revisions in Drawings, Specifications, and other documents resulting from substi stitutions) i
included in the agreed to assumptions and clarifications contained in the Guardiifeed Maxifnum ry

Amendment or Control Estimate. i al

§ 4.3.2 To avoid delay in the Construction Phase, the Architect shall provide the following AdditionahServices ee
notify the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the neednlf the sl
Owner subsequently determines that all or parts of those services are not required, the Owner shall give prompt sng

written notice to the Architect, and the Owner shall have no further obligation to compensate the Architect for those ~s

services

1 Reviewing a Construction Manager’s submittal out of sequence from the subgpfal sche schedu val a
by the Architect; fo

2 Responding to the Construction Manager’s requests for information that are jot heoareaty V ¥
accordance with the Contract Documents or where such information is availabl¢ 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 ptior Project
correspondence or documentation; ines or PE P ‘

3 Preparing Change Orders, and Construction Change Directives that require dvaluation of the 4
Construction Manager’s proposals and supporting data, or the preparation or tevisior~of instruments
of Service;

4 Evaluating an extensive number of Claims as the Initial Decision Maker; ce

5 Evaluating substitutions proposed by the Owner or Construction Manager and mating ne subsequent
revisions to Instruments of Service resulting therefrom; or

6 — To the extent the Architect’s Basic Services are affected, providing Construction Phase Services 60 yor
days after (1) the date of Substantial Completion of the Work or (2) the antidipatéd date of Substantial 4
Completion, identified in Initial Information, whichever is earlier. | i

§ 4.3.3 The Architect shall provide Construction Phase Services exceeding the limits set forth bow as Additional
Services. When the limits below are reached, the Architect shall notify the Owner:

id-similar-submittals-of ——--» sie Deleted:

the Construction Manager

=f Deleted:

ATA Document B133™ - 2014. Copyright © 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is.
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portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law! 13
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2 RETHEGHE GEIEDD visits to the site by the Architect over the duration of the Project during Deleted: }
construction
3 RISD) GBD) inspections for any portion of the Work to determine whether such portion of the Deleted: )
Work is substantially complete in accordance with the requirements of the Contract Documents Deleted: }
4 inspections for any portion of the Work to determine final completion
nan eg NS Deleted: ]
| §4.3.4 Ifthe services covered by this Agreement have not been completed within » months of the _ Deleted: }
date of this Agreement, through no fault of the Architect, extension of the Architect’s servites beyond that time shail *
be compensated as Additional Services. . Deleted: |
| Deleted: ]
ARTICLE 5 OWNER’S RESPONSIBILITIES .
Deleted: }

§ 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 whidh shall set forth the
Owner’s objectives, schedule, constraints and criteria, including space requirements and relat nships, 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 retain a Construction Manager to provide services, duties, and respoisibilities 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 forcreating® the--~
overall Project schedule. The Owner shall adjust the Project schedule, if necessary, as the Project proceeds. ee

§ 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 ail 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 he Owner's
budget for the Cost of the Work, the Owner shall notify the Architect. The Owner and the Aachitect shalf thereafter
agree to a corresponding change in the budget for the Cost of the Work or in the Project’s seopeand quality.

ae an
§ 5.4.1 The Owner acknowledges that accelerated, phased or fast-track scheduling provides a benelitrbut_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-inglude in the wa j

budget for the Project sufficient contingencies to cover such costs. ve

mo
§ 5.5 The Owner shall identify a representative authorized to act on the Owner’s behalf witlt regpect to th rect
The Owner shall render decisions and approve the Architect’s submittals in a timely mannér inlorder 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 infotmation 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, othgrimprovements

and trees; and information concerning available utility services and lines, both public and privises above and below Sy

grade, including inverts and depths. All the information on the survey shall be referenced to g rojeot ‘benchmark “
? \

§ 5.7 The Owner shall furnish services of geotechnical engineers, which may include but are nof 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 ahticipating 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 Architects request, the Owner shall furnish copies of the scope of services in the contracts between the

AIA Document B133% - 2014, Copyright © 2014 by The American Institute of Architects. All rights reserved. WARNING: This ATA* Document is
protected by U.8. 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.
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User Notes: (1146770772)

14

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
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, imspections and reports required by law or the Contract " uments, such as
structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hagardbus materials.

§ 5.10 The Owner shall furnish all legal, insurance and accounting services, including atte services, that may be od
reasonably necessary at any time for the Project to meet the Owner’s needs and interests. i ee
§ 5.41 The Owner shall provide prompt written notice to the Architect and Construction M ager if the Owner

becomes aware of any fault or defect in the Project, including errors, omissions or inconsisfenc es in the Architect’s
Instruments of Service.

aewetnenveneerinteinell

i

§ 5.12 The Owner shall contemporaneously provide the Architect with any communications prd wided to ei
Construction Manager about matters arising out of or relating to the Contract Documents. Gom) municatiog s by and

with the Architect’s consultants shall be through the Architect. |
s duties

§ 5.13 Before executing the Contract for Construction, the Owner shall coordinate the Architect af
responsibilities set forth in the Contract for Construction with the Architect’s services set farth ‘urthisAgtee |
The Owner shall provide the Architect a copy of the executed agreement between the Ownér and Construction
Manager, including the General Conditions of the Contract for Construction.
ee

§ 5.14 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shail” I
obligate the Construction Manager to provide the Architect access to the Work wherever it is in preparation’ Sr a :
progress. a ot r

an : -

I

§ 6.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner cons 1
elements of the Project designed or specified by the Architect and shall include the Construction ers’ gener: a
conditions costs, overhead, and profit. The Cost of the Work does not include the compensation of the Arclti co

compensation of the Construction Manager for Preconstruction Phase services, the costs of the land, rights-of-way, en =)
financing, contingencies for changes in the Work or other costs that are the responsibility of the Owner. PS

ARTICLE 6 COST OF THE WORK i

§ 6.2 The Owner’s budget for the Cost of the Work is provided in the Initial Information, andfiay be adjusted
throughout the Project as required under Sections 5.4 and 6.4. Evaluations of the Owner’s nase ford tie Co t of the
Work represent the Architect’s judgment as a design professional.

§ 6.3 The Owner shall require the Construction Manager to include appropriate contingencigs } r design, Bid i ne or
negotiating, price escalation, and market conditions in estimates of the Cost of the Work. The i shall
entitled to rely on the accuracy and completeness of estimates of the Cost of the Work the ongtruction, aber nents
prepares as the Architect progresses with its Basic Services. The Architect shall prepare, asian Additional Service,
revisions to the Drawings, Specifications or other documents required due to the Construction Manager’ s-—--n-—rmrnnnos
inaccuracies or incompleteness in preparing cost estimates. The Architect may review the Construction Manager’s

estimates solely for the Architect’s guidance in completion of its services, however, the Architect shall-zeport-to-the

Owner any material inaccuracies and inconsistencies noted during any such review. on ma

ante
val a me

‘,
§ 6.3.1 If the Architect is providing detailed cost estimating services as an Additional Servicé, anda a discrepancy \
exists between the Construction Manager’s cost estimates and the Architect’s cost estimates, Architect shall |

eae

work cooperatively with the Construction Manager to conform the cost estimates to one an thet:

g
. . i
§ 6.3.2 Subject to Section 4.3, if the Owner engages a Cost Consultant and a discrepancy exists pewern the
Construction Manager’s estimate and the Cost Consultant’s estimate, the Architect shall assist the Cos fie COs COMBI
and Construction Manager as necessary to conform the estimates to-one another. —

‘Tmeoneravsiot atoacoisbeist

cannmcensermorc a nsomeitnt

AIA Document B133™ ~ 2014. Copyright © 2014 by The American Institute of Architects. All rights reserved. WARNING: This ATA® 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 undex the law. 15.
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§ 6.4 If, 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 for the Cost of the Work, the Architect, in consultation with the
Construction Manager, shall make appropriate recommendations to the Owner to adjust the Project’s size, quality or
_budget, and the Owner shall cooperate with the Architect in making such adjustments.

esign Development

oO

§ 6.5 If the Construction Manager’s estimate of the Cost of the Work at the conclusion of
Phase exceeds the Owner’s budget for the Cost of the Work, the Owner shall
1 give written approval of an increase in the budget for the Cost of the Work;
.2 in consultation with the Architect and Construction Manager, revise the Project program, scope, or
quality as required to reduce the Cost of the Work; or sd
38 implement any other mutually acceptable alternative, (© grmenenmnnrnmnrmmmnermone ore

incorporate the required modifications in the Construction Documents Phase as necessary tb comply with the
Owner’s budget for the Cost of the Work at the conclusion of the Design Development Phas€ Services, or the budget
as adjusted under Section 6.5.1. The Architect’s modification of the Construction Documer{ts’shall be the limit of

the Architect’s responsibility as a Basic Service under this Article 6.

§ 6.6 If the Owner chooses to proceed under Section 6.5.2, the Architect, without additiona pov shall

§ 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 the Gongtruction Manager’s

subsequent cost estimates, the Guaranteed Maximum Price proposal, or Control Estimate tiat exceed the er’s

budget for the Cost of the Work, except when the excess is due to changes initiated by the Arcliitecthrscope, basic

systems, or the kinds and quality of materials, finishes or equipment. 7
ARTICLE7 COPYRIGHTS AND LICENSES |

§ 7.1 The Architect and the Owner warrant that in transmitting Instruments of Service, or any other information, the” A
transmitting party is the copyright owner of such information or has permission from the copyright ownger-to~

transmit such information for its use on the Project. If the Owner and Architect intend to transmit Insfruments-of

Service or any other information or documentation in digital form, they shall endeavor to establish necesSary

protocols governing such transmissions.

“ay,
nr,

ee “a
§7.2 The Architect and the Architect's consultants shall be deemed the authors and owners of thei Fespective™
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. ee

§ 7.3 Upon execution of this Agreement, the Architect grants to the Owner a nonexclusive wen to us ne\ ee
Architect’s Instraments of Service solely and exclusively for purposes of constructing, using, ndaintainin altérin, oe

and adding to the Project, provided that the Owner substantially performs its obligations, including prompt payznent

of all sums when due, under this Agreement. The Architect shall obtain similar nonexclusive licenses frorp th

Architect’s consultants consistent with this Agreement. The license granted under this section permits the[Owner to
authorize the Construction Manager, Subcontractors, Sub-subcontractors, and material or equipment suppliers. a _

well as the Owner’s 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-Ifthe-Architect-——-——---- >
rightfully terminates this Agreement for cause as provided in Section 9.4, the license granted in this Section 7.3 shail
terminate. enemy,

a,

ss,

“a,
§ 7.3.1 In the event the Owner uses the Instruments of Service without retaining the authors ofthe struments of ~~.
Service, the Owner releases the Architect and Architect’s consultant(s) from all claims and fg 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, relgted to claims and causes

of action asserted by any third person or entity to the extent such costs and expenses arise the Owner’s use of

the Instruments of Service under this Section 7.3.1. The terms of this Section 7.3.1 shall no} apply if the Owner
rightfully terminates this Agreement for cause under Section 9.4. ee

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portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. 16
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§ 7.4 Except for the licenses granted in this Article 7, no other license or right shall be deemed granted or implied
under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license
granted herein to another party without the prior written agreement of the Architect. Any unauthorized use of the
Instruments of Service shall be at the Owner’s sole risk and without liability to the Architect and the Architect’s

consultants.

ARTICLE 8 CLAIMS AND DISPUTES r

§ 8.1 General i
§ 8.1.1 The Owner and Architect shall commence all claims and causes of action, whether ib 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-ig-—omnind
any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Architect

waive ali 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 atte all rights against
each other and against the contractors, consultants, agents and employees of the other for ages, except such
rights as they may have to the proceeds of such insurance as set forth in AIA Document 1-2007 , Genera
Conditions of the Contract for Construction. The Owner or the Architect, as appropriate, shall require of the
Construction Manager, contractors, consultants, agents and employees of any of them similar waivers in favor of the
other parties enumerated herein.

§ 8.1.3 The Architect shall indemnify and hold the Owner and the Owner’s officers and emplo tmtléss bom — .
and against damages, losses and judgments arising from claims by third parties, including reasonable attorneys’ fees. 4
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 a ] :

Agreement. The Architect’s duty to indemnify the Owner under this provision shall be limited to the available =”
proceeds of insurance coverage.

i
ie

yt ae

al “e ‘

§ 8.1.4 The Architect and Owner waive consequential damages for claims, disputes or other, dtters inition |

arising out of or relating to this Agreement. This mutual waiver is applicable, without limi tioria,all consequentjal
damages due to either party’s termination of this Agreement, except as specifically provided-in. Sectioi#'9 In |

~ te 2

§ 8.2 Mediation TL

§ 8.2.4 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to” ane |

mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien “S

arising out of the Architect’s services, the Architect may proceed in accordance with applicable te.comply with we i

the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding, ispute soln a a

ee

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 éffect on the dafe of
the Agreement. A request for mediation shall be made in writing, delivered to the other parfy té the Agreement, and
filed with the person or entity administering the mediation. The request may be made concurrently with the filing of

i ian .
§ 8.2.2 The Owner and Architect shall endeavor to resolve claims, disputes and other ie in/question e en

a complaint or other appropriate demand for binding dispute resolution but, in such event, shediation 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. ‘fhe-arbitrator(s)
and agree upon a schedule for later proceedings. a MS

Zo oe ‘
§ 8.2.3 The parties shall share the mediator’s fee and any filing fees equally. The mediation pay held in the place 40°
where the Project is located, unless another location is mutually agreed upon. Agreements reacHed in mediation shall 4
be enforceable as settlement agreements in any court having jurisdiction thereof.

Urorceonsbiaoneceaine

§ 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:

AIA Document B133™ - 2014. Copyright © 2014 by The American Institute of Architects. All rights reserved. WARNING: This AITA° Document ‘is
protected by U.S. Copyzight Law and International Treaties. Unauthorized reproduction or distribution of this ALA® Document, or any
portion of it, may result in severe civil and criminal penalties, and will be prosecuted te the maximum extent possible under the law.
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User Notes: (1146770772)

i

17

(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.)

[GE | Arbitration pursuant to Section 8.3 of this Agreement
eS ] Litigation in a court of competent jurisdiction ,

[RR] Other: (Specify) eee
eS ponent mentee nenetanenesinmnreenensaneernanecarnsted

§ 8.3 Arbitration
§ 8.3.1 If the parties have selected arbitration as the method for binding dispute resolution if 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 the Agreement. A demand for arbitration shall be made in writing, delivered to the othef 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 filinglof q request-fér
mediation, but i 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 df-limitations-Fer-statat

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. a

ort
wt co

a
§ 8.3.2 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional pefson or.entiti
duly consented to by parties to this Agreement shali be specifically enforceable in accordanée © with appticabe aw f
any court having jurisdiction thereof. r =

~~ L
§ 8.3.3 The award rendered by the arbitrator(s) shall be final, and judgment may be entered upon it ree ws
with applicable law in any court having jurisdiction thereof.
Lj

§ 8.3.4 Consolidation or Joinder
§ 8.3.4.1 Either party, at its sole discretion, may consolidate an arbitration conducted under this. Agré¢itrent with any
other arbitration to which it is a party provided that (1) the arbitration agreement governing tie other arbitration
permits consolidation; (2) the arbitrations to be consolidated substantially involve common questions oMaw oy
and (3) the arbitrations employ materially similar procedural rules and methods for selectinj 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 accordledtin arbitration,

provided that the party sought to be joined consents in writing to such joinder. Consent to arbitrationinvolving-an—
additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter 1 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 conduetet ander tis
Section 8.3, whether by joinder or consolidation, the same rights of jomder and consolidation as the Owner-and. My,

Architect under this Agreement. / a m, \
ARTICLE 9 TERMINATION OR SUSPENSION [
§ 9.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, guch 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 serviceg, the Architect shall give.

seven days’ written notice to the Owner before suspending services. In the event ofa suspension of services, the

Architect shall have no liability to the Owner for delay or damage caused the Owner becauseofsuch suspenstomro0f—rnr
services. Before resuming services, the Architect shall be paid all sums due prior to suspension and any expenses

AXA Document Bi33™ - 2014. Copyright © 2014 by fhe American Institute of Architects. All xighte reserved, WARNING: This ATA” Document is
protected by U.S. Copyright Law and International Traaties, 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.
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User Notes: (1146770772)

incurred in the interruption and resumption of the Architect’s services. The Architect’s fees
services and the time schedules shall be equitably adjusted.

for the remaining

§ 9.2 If the Owner suspends the Project, the Architect shall be compensated for services performed prior to notice of
such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the

interruption and resumption of the Architect’s services. The Architect’s fees for the remaini
schedules shall be equitably adjusted.

§ 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other
Architect, the Architect may terminate this Agreement by giving not less than seven days’ \

§ 9.4 Either party may terminate this Agreement upon not less than seven days’ written noti

the termination.

me-services and the time

the fault of the

thar
emcee

written Notice.

ad
e should the other party

fail substantially to perform in accordance with the terms of this Agreement through no mt ofithe party initiating

§ 9.5 The Owner may terminate this Agreement upon not Jess than seven days’ written notiéé
Owner’s convenience and without cause.

i the snes for the

§ 9.6 In the event of termination not the fault of the Architect, the Architect shall be compersa la for s

performed prior to termination, together with Reimbursable Expenses then due and all Termination Exp:

defined in Section 9.7.

uses as

§ 9.7 Termination Expenses are in addition to compensation for the-Architect’s services and

Architect’s anticipated profit on the value of the services not performed by the Architect.

§ 9.8 The Owner’s rights to use the Architect’s Instruments of Service in the event of a termination of thie

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 locat

"except tii ef
parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration sesenee govern

Section 8.3.

§ 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A2!

4
wo “— 4
. Lan
—_—
“ i :
Pe
|

01-2007, General

nsinde expenses____| /
directly attributable to termination for which the Architect is not otherwise compensated, plus an amount for the

Conditions of the Contract for Construction, except as modified in this Agreement. The term meee * as used in Le | :

A201-2007 shall mean the Construction Manager.

§ 10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assign:

representatives to this Agreement. Neither the Owner nor the Architect shall assign this Agi
written consent of the other, except that the Owner may assign this Agreement to a lender 7

a
ae

t th

ing
2

[rnd legal’

nent witho
ding finan

een

rovi for

the Project if the lender agrees to assume the Owner’s rights and obligations under this Agr

§ 10.4 If the Owner requests the Architect to execute certificates, the proposed language of

VCnent.

uch certificates shall be i

submitted to the Architect for review at least 14 days prior to the requested dates of executi

On TP the OWwier Teqaesty

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
Architect for review at least 14 days prior to execution. The Architect shall not be required

consents that would require knowledge, services or responsibilities beyond the scope of this Aeregatt.

§ 10.5 Nothing contained in this Agreement shall create a contractual relationship with or a
ofa third party against either the Owner or Architect.

§ 10.6 Unless otherwise required in this Agreement, the Architect shall have no responsibilf
presence, handling, removal or disposal of, or exposure of persons to, hazardous materials

submitted-torthe-----—~....
to ex€cute certificates oN

i

f
mi of action in favor \\
Ly for the discovery, !

form at the Project site.

1 toxic substances m nany

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 ATA® Document, or any

portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.

This draft was produced by AIA software at 12:43:58 on 07/15/2016 under Order No.1575871642_1 which expires on 02/08/2017,

resale.
User Notes:

and is not’ for

(1146770772)

19

§ 10.7 The Architect shall have the right to include photographic or artistic representations of the design of the
Project among the Architect’s promotional and professional materials. The Architect shall be given reasonable
access to the completed Project to make such representations. However, the Architect’s materials shall not include
the Owner’s confidential or proprietary information if the Owner has previously advised the Architect in writing of
the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide
professional credit for the Architect in the Owner’s promotional materials for the Project. p--~

§ 10,8 Ifthe Architect or Owner receives information specifically designated by the other partyias “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-contiactors——————---rrmnnd
whose contracts include similar restrictions on the use of confidential information.

ARTICLE 11. COMPENSATION
§ 11.1 For the Architect’s Basic Services described under Article 3, the Owner shall compensate the Architect as
follows: a

(insert amount of, or basis for, compensation.) [- |

§ 11.2 For Additional Services designated in Section 4.1, the Owner shall compensate the Archjtect as follows:
(Insert amount of, or basis for, compensation. If necessary, list specific services to which perticular methods ©, a
compensation apply.)

§ 11.3 For Additional Services that may arise during the course of the Project, including those under Section® 43, “the,

Owner shall compensate the Architect as follows:
(Insert amount of, or basis for, compensation.)

at 14.4 “hall be the an for Additional Services of the Architect's consultants when not included in Sections $ Th: aor
i viittechoy percent ( ie %), or as otherwise stated below ~

Schematic Design Phase percentl BaveveGeely, | fo) ee { Deleted:

Design Development Phase percent{ 29) eu ern ed
Construction Documents Phase percent {__ | { Deleted:
Construction Phase percent{ Hgaawomy . af Deleted:
| Total Basic Compensation one hundred percent( 10H) { Deleted:
a ~~ { Deleted:

The Owner acknowledges that with an accelerated Project delivery, multiple bid package process; or Construction
Manager as constructor project delivery method, the Architect may be providing its services i'm tiple Phases ~~~ t,
simultaneously. Therefore, the Architect shall be permitted to invoice monthly in proportiog to sérvices performed — *, ‘
in each Phase of Services as appropriate.

§ 11.6 When compensation is based on a percentage of the Cost of the Work and any pomeps sdf the Project are
deleted or otherwise not constructed, compensation for those portions of the Project shall b' payable to the extent
services are performed on those portions, in accordance with the schedule set forth in Seotin ITS based on (1) tic™
Owner-accepted Guaranteed Maximum Price Amendment or Control Estimate, as applicable, or.(2)--the-—-——--- on
Guaranteed Maximum Price proposal or Control Estimate has not been accepted by the Owner, the most recent

LY

AIA Documant B133™ ~- 2014. Copyright © 2014 by The American Institute of Architects. ALL rights reserved. WARNING: This ATA® Document is
protected by U.S. Copyright Law and International Treaties, Unauthorized repreduction or distribution of this ALA” Document, of any

portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maxiimim extent possible under the law. 20
This draft was produced by AIA software at 12:43:58 on 07/15/2016 under Order No, 1575871642 _1 which expires on 02/08/2017, and is not for
resale.

Usex Notes: (1146770772)

estimate of the Cost of the Work prepared by the Construction Manager 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 Architect’s consultants, if any, are set forth
below. The rates shall be adjusted in accordance with the Architect’s and Architect’s consultants’ normal review
practices. "?

(ff applicable, attach an exhibit of hourly billing rates or insert them below.) i

Rate ($0.00) i

§ 11.8 Compensation for Reimbursable Expenses
§ 11.8.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Servi
expenses incurred by the Architect and the Architect’s consultants directly related to the Project,
1 Transportation and authorized out-of-town travel and subsistence;
2 Long distance services, dedicated data and communication services, teleconterences, Project
sites, and extranets;
Fees paid for securing approval of authorities having jurisdiction over the Projedt;
Printing, reproductions, plots, standard form documents;
Postage, handling and delivery; a
Expense of overtime work requiring higher than regular rates, if authorized in advance by the Ow Owner; :
Renderings, models, mock-ups, professional photography, and presentation materials ee by Poa a
the Owner; ‘
8 Architect’s consultants’ expense of professional liability insurance dedicated exclusively i
Project, or the expense of additional insurance coverage or limits if the te such ch 4

N& tn Re

i

insurance in excess of that normally carried by the Architect’s consultants; C | i

9 All taxes levied on professional services and on reimbursable expenses; — i |
0 Site office expenses; and Og ma | i
1 |~ Other similar Project-related expenditures. ae -

| Deleted:
§ 11.8.3 If the insurance requirements listed in Section 2.6 exceed the types and limits the Ar fect normally e a
maintains and the Architect incurred additional costs to satisfy such requirements, the Own¢ shaf{ reir imtours pe rs Sos
Architect for such costs as set forth below: :
§ 11.9 Compensation for Use of Architect’s Instruments of Service i sameness
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 s-continued-use-of
the Architect’s Instruments of Service solely for purposes of completing, using and maintaining the Project as
follows: ornare ea
onows a a
§ 11.10 Payments to the Architect

| §11.40.1 An initial payment o Deleted:
minimum payment under this Agreement. it shall be credited to the Owner’s account in thelf
§ 11.10.2 Unless otherwise agreed, payments for services shall be made monthly in proporti

| Payments are due and payable upon presentation of the Architect’s invoice. Amounts unpai Deleted:

oof Deleted:

AIA Document B135* - 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 to the maximum extent possible under the law!) ) 24
This draft was produced by ATA software at 12:43:58 on 07/15/2016 under order No.1575871642_1 which expires on 02/08/2017, and is not’ fox:
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User Notes: (1146770772)

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.)

§ 14.10.3 The Owner shall not withhold amounts from the Architect’s compensation to impse se b 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 — te te resolution

proceeding.

§ 11.10.4 Records of Reimbursable Expenses, expenses pertaining to Additional Services, ahd services performed on
the basis of hourly rates shall be available to the Owner at mutually convenient times. ry

ARTICLE 12 SPECIAL TERMS AND CONDITIONS
Special terms and conditions that modify this Agreement are as follows:

amended only by written instrument signed by both Owner and "Ar chitect, seme

§ 13.2 This Agreement is comprised of the following documents listed below: at

LATA Document B133™_2014, Standard Form Agreement Between Owner and Architect, . ae od
Construction Manager as Constructor Edition me

ere) Deleted: 2. AIA Document E203?
2013, Building Information Modeling and
Digital Data Exhibit, if completed, or the

following:
SN 1
| { Deleted: 3 }
This Agreement entered into as of the day and year first written above. |
fw \
OWNER (Signature) VY a
| eS SRCERS aN ESOL Hi { Deleted ]
(Printed name and litle) (Printed name and title)

Port One Architects Inc.

City of Nashua, NH

AIA Documant BL33™ - 2014. Copyright © 2014 by the American Institute of Architects, All rights reserved. WARNING: This AIA” Document is
protected by U.S. Copyxight Law and International Treatias. Unauthorized reproduction or distribution of this AIA” Document, om any

portien of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum axtent possible under the law. 22
This draft was produced by AIA software at 12:43:58 on 07/15/2016 under Order No.1375871642_1 which expires on 02/08/2017, and is not for
resale.

User Notes: {1146770772)