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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 gequests for information

about the Contract Documents. The Architect shall set forth in the Contract Documents the reqpirements for requests

for information. Requests for information shall include, at a minimum, a detailed written statenient that indicates the
specific Drawings or Specifications in need of clarification and the nature of the clarificatidn requested: The
Architect’s response to such requests shall be made in writing within any time limits agree¢ upeny-or-otherwise-With ——osnind
reasonable promptness. If appropriate, the Architect shall prepare and issue supplemental Drawings and

Specifications in response to requests for information.

§ 3.6.4.5 The Architect shall maintain a record of submittals and copies of submittals suppliétBy the Construction
Manager in accordance with the requirements of the Contract Documents. eo
|
§ 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 infent of the!Coritract
Documents and do not involve an adjustment in the Contract Sum or an extension of the C@ntract Time. Subjéct to

the provisions of Section 4.3, the Architect shall prepare Change Orders and Construction @harige Directives ifor the
Owner’s approval and execution in accordance with the Contract Documents. ae Soommencenrem a

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

ce

we

§ 3.6.6 Project Completion 7
§ 3.6.6.1 The Architect shall conduct inspections to determine the date or dates of Substantial Completion anh oe
. date of final completion; issue Certificates of Substantial Completion; receive from the Construction Wan anag zp

y

oN :

forward to the Owner, for the Owner’s review and records, written warranties and related doctimen ents.reqiuired

Contract Documents and assembled by the Construction Manager; and issue a final Certifidate *cayment ba:

upon a final inspection indicating the Work complies with the requirements of the Contract Bequment®™ na
ae

sorercsesrriesecte pans

§ 3.6.6.2 The Architect’s inspections shall be conducted with the Owner to check conformance of the Work’ “with the Sw
requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the we Be
Construction Manager of Work to be completed or corrected. > 5
yo
oO

§ 3.6.6.3 When the Work is found to be substantially complete, the Architect shall inform the @huner abou
balance of the Contract Sum remaining to be paid the Construction Manager, including the ony bat
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 LnelConstructibn (

Manager: (1) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making bf 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 Docoments. i
snerne iy

~

§ 3.6.6.5 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion,
the Architect shall, without additional compensation, conduct a meeting with the Owner to review ’ the.facitity-—..

operations and performance. f a 7
ARTICLE 4 ADDITIONAL SERVICES { a oN \ :
§ 4.1 Additional Services listed below are not included in Basic Services but may be required lho the Project. The ‘

Architect shall provide the listed Additional Services only if specifically designated in eek bls pelow as the
Architect’s responsibility, and the Owner shall compensate the Architect as provided in Sead

(Designate the Additional Services the Architect shall provide in the second column of the bl below In the third
column indicate whether the service description is located in Section 4.2 or in an attached pe it. [fin an exhibit, ~~
identify the exhibit.) 1 tenrennennamneoe

Lo
LL ininittacinbasiisoeeo™

AIA Document B133™ - 2014. Copyright © 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document ia. °°
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. ii
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User Notes: {1146770772}

Services Responsibility Location of Service Description
(Architect, Owner | (Section 4.2 below or in an exhibit

or attached to this document and
Not id below

184.44 Assistance with selection ofthe sss] ATCIIGOINUES! | Pa eee | { Deleted: )
Construction

44.2 Programming sd COI | ee ee | . PM
a a { Deleted: (B202™-2009) }

414 Measured

4Ad facilities

§ 4.1.6 Site Evaluation and Planning (B2037™_

|1§44.7 Building Information Modeling
2013
44.8 Civil engi
419
§4410 Architectural Interior Design (B252™—

4441 Value
44.412 Detailed cost
§ 4.4.13 On-site project representation (B2077™—

41.44 | Conformed construction documents
441.45 Record
4148 _As-Constructed Record
44147 Post evaluation
4.4.18 Services 1QT™_
44149 Tenant-related services
44.20 | Coordination of Owner’s consultants
44.21 Telecommunications/data

§ 44.22 Security Evaluation and Planning

4.4.23 ioni 1} TM_2,

44.24 Extensive sustainable services

4.1.25 Certification (B214™-~20 12

41.26 Historic Q5T™
§41.27 Furniture, Furnishings, and Equipment

weer -f Deleted: (B253™_2007) }

§ 4.2 Insert a description of each Additional Service designated in Section 4.1 as the

further described in an exhibit attached to this document.

§ 4.3 Additional Services may be provided after execution of this Agreement, without invalidating theAgreeméiity—~_
Except for services required due to the fault of the Architect, any Additional Services providedvin accordance-with ae
this Section 4.3 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment ats, \

the Architect’s schedule. \
§ 4.3.4 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 i
proceed to provide the following services until the Architect receives the Owner’s written dutherizationt ene

1 Services necessitated by a change in the Initial Information, previous instructions or i

recommendations given by the Construction Manager or the Owner, approvals givén by te Owner,
or a material change in the Project including, but not limited to, size, quality, complexity, the

AIA Document B133" - 2014. Copyright © 2014 by The American Institute of Architects. All rights reserved. WARNING: This ALA” Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction ox distribution of this AIA” Document, ox any

portion of it, may xasult in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, 12
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resale.
User Notes: (1146770772)

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.
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 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

19.

20.

21.

written amendments or modifications. Subject to the foregoing provisions, the contract
inures to the benefit of, and is binding upon, the successors and assigns of the parties.

CITY INSPECTION OF CONTRACT MATERIALS The books, records, documents and
accounting procedures and practices of DesignLAB related to this contract shall be subject
to inspection, examination and audit by the City of Nashua, including, but not limited to,
the contracting agency, the Board of Public Works, Corporation Counsel, and, if
applicable, the Comptroller General of the United States, or any authorized representative
of those entities.

DISPOSITION OF CONTRACT MATERIALS Any books, reports, studies, photographs,
negatives or other documents, data, drawings or other materials, including but not limited
to those contained in media of any sort (e.g., electronic, magnetic, digital) prepared by or
supplied to DesignLAB in the performance of its obligations under this contract shall be
the exclusive property of the City of Nashua and all such materials shall be remitted and
delivered, at DesignLAB's expense, by DesignLAB to the City of Nashua upon completion,
termination, or cancellation of this contract. Alternatively, if the City of Nashua provides
its written approval to DesignLAB, any books, reports, studies, photographs, negatives or
other documents, data, drawings or other materials including but not limited to those
contained in media of any sort (e.g., electronic, magnetic, digital) prepared by or supplied
to DesignLAB in the performance of its obligations under this contract must be retained by
DesignLAB for a minimum of four years after final payment is made and all other pending
matters are closed. If, at any time during the retention period, the City of Nashua, in writing,
requests any or all of the materials, then DesignLAB shall promptly remit and deliver the
materials, at DesignLAB's expense, to the City of Nashua. DesignLAB shall not use,
willingly allow or cause to have such materials used for any purpose other than the
performance of DesignLAB's obligations under this contract without the prior written
consent of the City of Nashua.

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS DesignLAB expressly agrees that all
documents ever submitted, filed, or deposited with the City of Nashua by DesignLAB
(including those remitted to the City of Nashua by DesignLAB pursuant to paragraph 20),
unless designated as confidential by a specific statue of the State of New Hampshire, shall
be treated as public records and shall be available for inspection and copying by any person,
or any governmental entity.

No books, reports, studies, photographs, negatives or other documents, data, drawings or
other materials including but not limited to those contained in media of any sort (e.g.,
electronic, magnetic, digital) prepared by or supplied to DesignLAB in the performance of
its obligations under this contract shall be the subject of any application for a copyright or
patent by or on behalf of DesignLAB. The City of Nashua shall have the right to reproduce
any such materials.

DesignLAB expressly and indefinitely waives all of its rights to bring, including but not
limited to, by way of complaint, interpleader, intervention, or any third party practice, any
claims, demands, suits, actions, judgments, or executions, for damages or any other relief,
in any administrative or judicial forum, against the City of Nashua or any of its officers or
employees, in either their official or individual capacity of the City of Nashua, for
violations of or infringement of the copyright or patent laws of the United

GC 10 of 13

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

AIA Document Bi33™ - 2014. Copyright © 2014 by The American Institute of Architects. All rights resexved. WARNING: This AIA" Document is
protacted by U.S, Copyright Law and International Treaties. Unauthorized reproduction or distribution of thia 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. 16
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User Notes: (1146770772)

§ 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.
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.

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