Architect Agreement - Between Architect and Property Owner by wmkeever

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									           AGREEME T BETWEE ARCHITECT A D PROPERTY OW ER

        This agreement made effective __________ [date], between __________, of __________
[address], City of __________, County of __________, State of __________, referred to in this
agreement as owner, and of __________ [address], City of __________, County of __________,
State of __________, referred to in this agreement as architect.

                                             RECITALS

        1. It is the intention of owner to construct a __________ [describe project, such as: of
approximately __________ square feet and containing approximately __________ net rentable
square feet of __________ and ancillary __________ of approximately __________ square feet,
located at __________ in the __________ State of __________, and other related on-site,
underground, and off-site improvements, including, but not limited to, __________], collectively
referred to in this agreement as the "project," at a location consisting of approximately __________
square feet, referred to as the "site;"

        2. Owner in connection with the proposed development of the site desires to retain the
services of architect on the terms and conditions set forth below;

       Therefore, owner and architect, for and in consideration of architect's compensation to be
paid by owner to architect as provided below and in further consideration of the mutual covenants
contained in this agreement, agree as follows:

                                           SECTION ONE

                                     GENERAL PROVISIONS

        A. Architect agrees to perform all of the professional services in connection with the project
and comply with the terms and conditions set forth in this agreement, which shall be performed in a
diligent manner in accordance with the highest standards of architectural and engineering
professions and shall provide owner and the contractor with any information and documents
required by them in order that there shall be no delay in the project.

         B. The parties understand and agree that this agreement is for employment of personal
services and architect agrees not to assign or transfer __________ [his or her] interest in this
agreement. Architect agrees not to delegate to those outside architect's firm the duties required to be
performed under this agreement except that architect shall have the right to engage other qualified
consultants, architects, engineers, and draftpersons to assist in the preparation of the required work.
Architect represents that at least one principal member of architect's firm shall be licensed to
practice in the State of __________ for the entire term of this agreement. Architect further agrees
that if, at any time after the commencement of the services under this agreement, the firm shall
cease to be engaged in licensed architectural practice in the State of __________ or otherwise shall
be unable to perform the duties under agreement, or if any of the principal members of the firm
shall die or become insolvent, owner shall then have the right and option to terminate this
agreement and the employment of architect under this agreement. In the event of such a
termination, architect shall be compensated for services performed to the date of such termination
in accordance with the provisions of Section Ten of this agreement.

         C. All time limits stated in this agreement are of the essence.

        D. Architect in designing the project shall use __________ [his or her] best professional
efforts to take into consideration the project's relation to community interests and adjacent
developments, and its environmental impact. To this end architect shall assist owner in making
reports and presentations in connection with these aspects of the project to all federal, state, county
and local public agencies having jurisdiction and/or other community or related interest groups.

       E. Owner reserves the right to employ other architects, engineers and consultants in
connection with the project.

        F. Owner shall have the right to disapprove any portions of architect's services on the
project, including, but not limited to, schematic design studies, design studies and construction
documents for any reason, including but not limited to, aesthetics, or because, in owner's opinion,
the construction cost is likely to exceed the maximum construction cost.

         G. For the purpose of this agreement the following terms shall be defined as provided
below:

         (a)"Maximum construction cost" shall be the total cost as designated by owner of the entire
               project. The maximum construction cost does not include the fees of architect and
               consultants, the cost of the land, rights-of-way or other costs incident to the
               acquisition of the site which are the responsibility of owner.

         (b)The term "direct personnel expense" includes the salaries of architect's employees
                (including the resident field supervisor if required by owner) directly engaged on the
                project, performing consultations, research, designs, drawings and specifications.
                These salaries shall be at regular rates paid to the employees and shall not include
                overtime unless approved in advance by owner. Direct personnel expense shall not
                include time for personnel such as bookkeepers, secretaries, clerks or others that are
                considered normal overhead expense. Direct personnel expense shall not include the
                cost of mandatory and customary benefits established prior to the date of this
                agreement, such as statutory employee benefits insurance, sick leave, holidays and
                vacations, pensions and the like.

         (c)The term "architect's employees" as used in this agreement shall mean persons other than
                 the principals engaged on the project by architect but limited to architects, engineers,
                 designers, job captains, draftsmen and specification writers, in consultation, research
                 and design, in producing drawings, specifications and other documents pertaining to
                 the project and in services during construction at the site.

                                            SECTION TWO
                                           CONSULTANTS

        A. Unless specifically directed otherwise by owner, architect shall, subject to owner's prior
written approval of the same, retain and administer the work of all necessary consultants.

       B. Architect shall review the work of all consultants engaged by __________ [him or her]
for the project and shall certify to owner that this work is complete and meets architect's
requirements.

        C. Architect will coordinate and cooperate with any and all consultants retained directly by
owner. Architect shall coordinate the work of __________ [his or her] own consultants. Architect
shall certify, to the best of __________ [his or her] knowledge and belief, that any work performed
by owner's consultants is complete and meets architect's requirements, and architect shall notify
owner if any such work performed by owner's consultants is not satisfactory and/or is incomplete
vis-a-vis architect's requirements.

                                          SECTION THREE

                                 ARCHITECT'S BASIC SERVICES

        A. The services to be rendered by architect as provided in this Section shall constitute and
collectively called the "basic services." Owner authorizes architect to proceed with that portion of
the basic services as required by the preliminary site planning and schematic design phase. No other
services shall be undertaken by architect and owner shall not incur any liability for fees or expenses
to architect for such services, unless and until owner gives architect a separate written approval to
proceed with each successive phase of the services provided for in this agreement. Upon receipt of
each approval, architect shall perform the services provided for in the phase as set forth and
described in this agreement.

        B. Architect's basic services shall include all the necessary architectural and engineering
disciplines required by the nature of the project; including but not necessarily limited to
architectural, structural (including foundation work), electrical, mechanical, plumbing, landscape,
site development, communications and security systems, water supply, traffic, vertical
transportation, lighting (interior and exterior), heating, ventilation, air conditioning, fire protection,
plumbing (including sewage) garbage, refuse removal and acoustical design for the project,
mechanical/electrical distribution systems prepared by space tenants' architectural and engineering
space planners for all shell tenant and retail space, furnishing a framed rendering of the final design,
and preparation of diagrammatic "leasing" plans at a scale of 1" = 16' identifying all rentable floor
areas and general description of building systems and standards to assist owner's leasing program.
Cost estimates and construction supervision as further defined in this agreement, so as to assist
owner in all possible ways in connection with owner's efforts to prevent total cost of the project
from exceeding the maximum construction costs budgeted by owner.

       C. Architect shall prepare, and assist when required, owner's general contractor, in the filing
and presenting to all governmental authorities with jurisdiction all necessary and required materials,
plans and documents in order to secure each and every approval from the authorities (including but
not limited to rezoning, variances and utilities) in order that the project and the site may be used by
owner for the purposes which owner intends to make of them. Owner will cooperate with architect
in the preparation and presentation these matters.

        D. In providing professional services under this agreement, architect agrees to assure the
direct participation of architect's most experienced and qualified personnel. To that end the
following personnel of architect and the following consultants shall be specifically assigned to the
project and be available to owner at all reasonable times. Architect agrees that no substitutions in
these assignments shall be made without the prior written approval of owner:

       (a)Architect:

       (b)Consultants:

         (i)Civil Engineering

         (ii)Landscape Architecture

         (iii)Structural Engineering

         (iv)Mechanical Engineering

         (v)Electrical Engineering

         (vi)Plumbing Engineering

         (vii)Vertical Transportation

       In addition to the above listed consultants, the following special consulting services will be
provided either by architect or by special consultants retained by architect as part of basic services:

         (viii)Site Surveying

         (ix)Soil Investigation, Analysis and Inspection

         (x)Traffic

         (xi)Parking Systems

         (xii)Lighting (Public Areas,

                       Garage, and Exterior Lighting)

         (xiii)Curtain Wall
         (xiv)Signs and Graphics

         (xv)Security Systems

         (xvi)Exterior Maintenance

         (xvii)Environmentalist

         (xviii)Archaeologist

         (xix)Wind Tunnel Testing Service

         (xx)Interior Planting

         (xxi)Art Program

        E. Any and all consultants retained by architect for basic services shall be approved in
writing by owner.

         F. The professional services of architect shall be performed in accordance with the phases
set forth in this agreement. At the end of each phase, architect will review the design studies in that
phase and secure written approval from owner that the design studies of such phase (schematic
design studies, the design development studies or the contract documents as the case may be) in
their then current form concur with the construction costs previously reviewed by architect and
approved and budgeted by owner; architect will cooperate closely with owner and shall further
assist owner in all possible ways so that such concurrence is accomplished and that the total cost of
the project does not exceed the maximum construction cost.

       G. Phase I - Preliminary Site Planning and Schematic Design Phase.

        The professional services to be performed by architect under this phase shall include but not
be limited to the following:

       (a)Examination of the site and surrounding area by architect.

       (b)Study of applicable laws (all codes, ordinances, rules, orders, regulations and statutes
              affecting the project including but not limited to taxes, lien laws, zoning,
              environmental, fire and safety codes and coverage and density ratios) and adherence
              these matters in the performance of all phases of architect's professional services
              under this agreement and in the preparation of the contract documents to be supplied
              under this agreement.

       (c)Development of alternate studies to determine types of structure and maximum density
              use of the total property when completed.

       (d)Determination of availability of utility facilities and recommendations covering electric
               power, gas, city and well water, and storm and sanitary drainage systems.

       (e)Recommendation for the structural, electrical and heating, ventilating and
              air-conditioning systems for the project. These recommendations shall be
              substantiated by comparative feasibility and economic studies.

       (f)Preparation of an engineering analysis based upon subsurface conditions to determine the
               practical alternate solutions for foundations.

       (g)Analysis of present and contemplated traffic flows, ingress and egress, for on and off site
              pedestrian and vehicular traffic.

       (h)Preparation of schematic designs, site plans, presentation renderings in color, and site
              model or models as required for owner to understand architect's design concepts.

       (i)Preparation of preliminary construction cost estimates to establish the maximum
               construction cost.

       (j)Assistance in an economic analysis of project investment.

       (k)Preparation of preliminary drawings at a suitable scale acceptable to owner including, but
              not necessarily limited to floor plans, elevations and sections indicating types of
              structural framing, typical wall sections, proposed floor to floor heights, utility
              layouts, materials, types of vertical transportation, mechanical systems and
              equipment, and any additional documents required for purposes of clarity.

       (l)Preparation, when necessary, of environmental impact statements.

       (m)Prepare and submit to owner for approval a time schedule for the performance of
              architect's professional services under this agreement. The approved time schedule
              shall govern the progress of architect's services, however, delays in the time
              schedule shall carry no penalty, provided that if delays occur, architect agrees that
              without compensation in addition to that provided in this agreement for the
              respective basic services, architect will assign more personnel and work overtime, if
              necessary, to regain schedules.

In each instance of required submittals __________ [five (5)] copies of all schematic design studies
shall be submitted to owner for approval. Phase I shall terminate upon written approval of owner of
all Phase I services of architect.

       H. Phase II - Design Development Phase.

        The design development phase shall commence upon written approval by owner of all
Phase I submissions and services and written authorization for architect to proceed and shall
terminate upon written approval by owner of all Phase II submissions and services. Phase II
professional services shall consist of preparation by architect of design development studies to fix
and illustrate the size, scope and character of the entire project in its essentials as to the kinds of
materials, type of structures, internal systems, and such other work as may be required. The design
development studies shall include but not be limited to the following:

       (a)A site plan showing all buildings in relation to final grades with all proposed connections
               to existing or proposed roads and utilities; landscaping shall be blocked in.

       (b)The type, location and specification or an additional subsurface soil investigations
              required.

       (c)Plans, elevations, typical cross-sections and typical wall sections of all buildings.

       (d)Reflected ceiling plans of all space showing proposed ceiling finishes and proposed
              lighting and signs.

       (e)Structural, electrical and mechanical systems presented in preliminary and one-line
               diagram form.

       (f)Plans and specifications describing construction materials and systems in reproducible
               form acceptable to owner.

       (g)Elevations of the exterior and interior of all buildings of such nature as to permit
              reasonable evaluation by owner of the design development studies.

       (h)Architect shall supply owner for review purposes complete sets of prints of plans and
              specifications as owner may require, at the 20%, 40%, 60%, 80% and substantial
              completion stages of the various sections of the design development studies.

       (i)Before submitting the plans and specifications to owner for approval architect shall assure
               that they are in accordance with applicable laws, statutes, zoning ordinances,
               building codes, and regulations of all city, county, state and federal agencies having
               jurisdiction over the work and that they bear all necessary stamps of approval.

       (j)Insofar as possible, a schedule of visual elements including paint color chips, samples of
               materials and other pertinent items, shall be prepared and submitted to owner in
               such numbers as __________ [he or she] shall determine, prior to the completion of
               the plans and specifications. Sufficient indications of those elements shall be
               included in the plans and specifications for the guidance of the bidding contractors.

In each instance of required submittals __________ [five (5)] copies of all design development
studies shall be submitted to owner by architect for approval and shall not be deemed to have been
accepted until owner has notified architect in writing.

       I. Phase III - Construction Documents Phase.

       The construction documents phase shall begin on the written approval of owner of all
design development studies and other phase II services and written authorization to architect to
proceed and shall terminate on the approval by owner of the construction documents and all other
Phase III services. The professional service under Phase III shall include but not be limited to the
following:

       (a)The preparation by architect of any and all construction documents, which shall describe
              and delineate the project and shall be in such detail as is necessary to permit
              complete construction of the project. The construction documents shall include the
              following items

        (i)Work drawings:

               a.Site (including results of all sub-surface soil investigations, existing grades, new
                        final grades, paving, curbs, utility lines, utility structures, planting and
                        lawns).

               b.Architectural (including all graphics, signing, lighting and, where applicable,
                      tenant design programs).

               c.Structural

               d.Mechanical (including plumbing and fire protection systems)

               e.Electrical

        (ii)Complete specifications which shall describe the scope, materials and quality of
                     workmanship.

        (iii)General conditions and special conditions.

        (iv)Proposal forms and bidding information. In each instance of required submittals
                     __________ [five (5)] copies of the construction documents shall be
                      submitted to owner by architect for written approval. Upon approval
                      architect shall provide owner with one set of reproducible working drawing
                      and __________ [50] sets of specifications, as a part of the basic services
                      under this agreement. Additional sets of drawings and specifications shall be
                     provided, at cost, if requested by owner. Architect shall file all these
                      documents and required revisions as needed with local authorities to
                     produce plans and specifications acceptable by local building standards,
                     codes and ordinances.

       (b)During the bidding period, architect shall provide the following:

        (i)Recommend a list of qualified contractors and assist owner in obtaining and analyzing
                   proposals from contractors and in awarding and preparing the construction
                   contract.
        (ii)Interpretation of construction documents when requested by prospective bidders.

        (iii)Preparation and issuance to prospective bidders of addenda, amendments and/or
                       supplementary drawings required for clarification.

        (iv)Attend bidder's meetings as requested by owner.

        (v)Attend bid openings as requested by owner to assist in analysis of bids and in
                     recommendations and reports on disposition of bids and awards.

       (c)If the lowest bona fide bid exceeds the maximum construction cost established in writing
                by owner, owner shall, at __________ [his or her] election do one of the following:
                (1) give written approval of an increase in the fixed limit, (2) authorize rebidding the
                project within a reasonable time, or (3) cooperate in revising the project scope and
                quality as required to reduce the construction cost. If owner shall elect (1) above,
                architect shall not be entitled to any increase in __________ [his or her] fee for
                basic services because of the approved increase in the maximum construction cost.
                If owner shall elect (3) above, architect, without additional charge, and as part of the
                basic services under this agreement, shall modify the drawings, plans and
                specifications as necessary to bring the construction cost within the fixed limit. The
                providing of this service shall be the limit of architect's responsibility in this regard.

       J. Phase IV - Administration of Construction Contract Phase.

        Phase IV shall commence on written notice to architect from owner indicating owner's
authorization to so proceed and shall terminate upon final acceptance of the project by owner.
architect's Phase IV professional services shall include but not be limited to the following:

       (a)Architect shall review and approve all shop drawings, materials, samples, schedules and
              colors submitted by the contractor. Architect shall act expeditiously in __________
              [his or her] review indicating changes where necessary. Architect shall assemble
              and submit to owner all manuals, brochures and drawings needed for operation and
              maintenance of the project. Architect shall assemble all written guarantees,
              affidavits and releases from the contractor, subcontractors and subordinate
              subcontractors for delivery to owner as required by the construction documents.

       (b)Architect shall prepare and distribute to all appropriate persons, any necessary bulletins,
              drawings, supplemental specifications, etc. necessary to clarify or supplement the
              construction documents throughout Phase IV.

       (c)Architect shall interpret drawings and specifications as necessary and in a timely manner
              in order that the requirements of contract documents shall be faithfully carried out.
              __________ [He or She] will keep owner informed of the progress of the work.
              Architect shall condemn any work which fails to conform to the construction
              documents.
(d)Architect shall request and promptly review proposals for changes in the work, make
       recommendations to owner, and, upon written authorization from owner, promptly
       issue change orders in conformance with the requirements of the construction
       documents. No changes shall be made to the original copies of the construction
       documents. All changes to drawings shall be made on reproducible copies of the
       original drawings. Such revisions shall be clearly indicated and a current revisions
       date shall be included on the reproducible copy. Changes to specifications shall be
       made by consecutively numbered and dated addenda.

(e)Architect, if requested by owner, shall prepare all requests for change estimates. Change
       estimates shall be reviewed by architect and approved, if requested by owner.

(f)Architect and __________ [his or her] consultants shall make bi-monthly or more
       frequent, as may be required by owner, visits to the project site to inspect
       construction activities, render decisions in the field and interpret drawings. On the
       basis of __________ [his or her] observations, architect shall guard owner against
       defects and deficiencies in the work and review the general quality of construction
       for reasonable conformance with the construction documents. __________ [He or
       She] shall submit periodic written reports, as may be and as often as shall be
       required by owner, on the progress of construction with recommendations as to
       materials, manpower and quality of work. These bi-monthly, or more frequent
       periodic, visits on a regularly scheduled basis are part of the basic services during
       Phase IV.

(g)In cases of apparent conflict in the work caused by the juxtaposition of several trades,
        __________ [he or she] shall work with the contractor to resolve such conflict,
        including the resolution of any problems indicated on the coordinated mechanical
        composite shop drawings prepared by the contractor(s). Architect shall use
        __________ [his or her] best professional efforts in resolving such conflicts to the
        end that no additional cost shall accrue to owner.

(h)Architect and __________ [his or her] consultants (as and when required by owner)
       shall attend meetings in the field, as regular job meetings, on a bi-monthly basis, or
       more often, as may be required by owner.

(i)Architect shall coordinate the activities of __________ [his or her] consultants.

(j)Architect shall assist owner in obtaining temporary and permanent certificates of
        occupancy for the project.

(k)Architect shall receive the contractor's requisitions for payment, and __________ [he or
       she] will determine the amounts owing to the contractor and will issue certificates
       for payment in the amounts. These certificates will constitute a representation to
       owner, based on architect's determination and the data comprising the requisitions
       for payment, that the work has progressed to the point indicated. By issuing a
               certificate of payment, architect represents to owner that the quality of the work is in
               accordance with the construction documents. Architect shall conduct observations to
               determine the date of substantial completion and issue a final certificate of
               substantial completion, prior to owner's acceptance of the work. Architect shall also
               issue, prior to owner's final acceptance of the work, a list of observed items,
               materials or systems for replacement or additional work by the contractor, and shall
               compile, in conjunction with owner, a final "punch list" prior to final acceptance and
               payment to the contractor, and shall then notify owner of punch list corrections.
               Architect shall conduct inspections to determine the date of final completion and
               issue a final certificate for payment when due, and have the contractor obtain and
               submit the written guarantees and releases required.

       (l)Architect shall collect from the contractor, confirm the accuracy and completeness of the
               "as built" drawings and deliver two sets to owner upon completion of the project.

       (m)In the event any liens are filed against the project site, architect shall execute, or where
              appropriate, obtain from others, and deliver to owner lien releases prior to any
              further progress payments.

                                          SECTION FOUR

                                RESIDENT FIELD SUPERVISION

        A. If required by owner, as part of additional services, architect shall furnish one or more
qualified full time architectural field supervisors who shall be stationed at the project site for the
duration of the project and who shall be assisted by technical specialists as required. The project site
supervision shall include but not be limited to attention to all disciplines listed in Section Three of
this agreement.

        B. Subject to prior approval by owner of the individual so chosen, the resident field
supervisor(s) shall be selected, employed and directed by architect and __________ [his or her]
services reimbursed for in accordance with Section Eight.

       C. The duties of the resident field supervisor(s) shall include but not be limited to the
following:

       (a)Inspection of all work to determine the progress, quality, quantity, and conformance of
               the work with the requirements of the construction documents.

       (b)Issuing of field orders as directed by owner.

       (c)Compliance with contractor's safety measures for protection of persons and property.

       (d)To advise owner of problems, such as strikes, delays in receipt of materials, etc., which
              may affect the construction schedule.
       (e)Participation in job coordination meetings with owner, architect, and the contractor.

       (f)Assuring that the contractor maintains an up-to-date set of record drawings reflecting
              "as-built" conditions of the work at all times.

       (g)Maintaining a periodic record of construction progress as directed by owner and
              submitting daily construction progress reports to owner.

       (h)Coordination with local agencies and owner's architectural/engineering department, as
              may be requested by owner.

       (i)Verification of contractor's statement of quantities of materials priced on a unit cost basis;
               reimbursable field costs of the contractor, if any, for authorized overtime and time
               and material work; and amount of construction "work in place" completed each
               month for purpose of the contractor's request for payment.

       (j)Performance of such other related duties which are reasonably within the scope of this
               agreement as may be required by owner.

                                          SECTION FIVE

                                 OWNER'S RESPONSIBILITIES

       A. Owner shall provide architect with information and criteria outlining owner's objectives
and functional requirements for the project. Owner shall furnish to architect information and
sketches relating to occupancy layouts and equipment for the ultimate intended use of the premises
and the architect will incorporate these occupancy layouts, equipment and necessary electrical,
mechanical and plumbing work related to the equipment in the design development studies,
drawings, plans and specifications.

       B. Owner shall inform architect in writing of the maximum construction cost for the project.

        C. Owner shall maintain close liaison with architect, and through __________ [him or her],
with architect's consultants. Owner shall designate, when necessary, representatives authorized to
act in __________ [his or her] behalf. Owner shall examine documents submitted by architect and
shall render decisions pertaining to them promptly, to avoid unreasonable delay in the progress of
architect's services. Owner designates __________ [his or her] representative to be __________.

        D. Owner shall, to the extent __________ [he or she] may have available, furnish
topographic and boundary surveys of the site, showing as required, grades and lines of streets,
alleys, pavements and adjoining property; rights-of-way, restrictions, easements, encroachments,
deed restrictions, boundaries and contours of the site; locations, dimensions, and available data
pertaining to any existing buildings, other improvements and trees; architect shall determine what
test borings, pits or other sub surface soil investigations are necessary for the determination of
sub-surface conditions. However, at the request of owner, architect will secure these surveys and
will be reimbursed as provided in Section Eight. Subsurface tests of any kind shall be located,
specified and inspected by architect but approved and paid for by owner. Architect shall be
responsible for (i) the adequacy of such subsurface soil investigations with regard to the type and
number necessary under the particular conditions prevailing at the project site, (ii) the proper
interpretation of the results of these investigations, and (iii) the integrity of all structures and site
improvements based upon the results of such investigation.

       E. Owner shall, as provided in Section Eight, pay for all reasonable structural, chemical,
mechanical, soil or other tests and reports if required and requested by architect and approved in
advance by owner.

                                            SECTION SIX

                                 ARCHITECT'S COMPENSATION

      Owner shall compensate architect, in accordance with the terms and conditions of this
agreement as follows:

       A. For architect's basic services, as described in Section Three, owner shall pay to architect
a fee (in this agreement referred to as the "basic fee") in the amount of $__________,
notwithstanding total project cost.

        B. For architect's additional services, as described in Section Seven, owner shall pay to
architect an additional fee computed as follows:

        (a)The time of architect's employees engaged in the project by architect shall be chargeable
               at a multiple of __________ times architect's employees direct personnel expense.

        (b)Special consultants, selected or mutually agreed on, by and between architect and owner
               shall be chargeable on a cost-only basis, and compensated no more often than
               monthly on a lump-sum basis and in accordance with Section Nine. Each of the
               special consultants' lump sum compensation will be determined based upon a
               mutually agreeable scope of service and owner's approval of the special consultant's
               fees and reimbursable expenses. Owner and architect recognize and agree that the
               budget for the special consultants shall not exceed $__________ in the aggregate.

       C. For architect's reimbursable expense (referred to in this agreement as "reimbursable
expenses," and defined and limited in Section Eight), amounts expended by architect on a cost-only
basis and in accordance with the attached Exhibit __________, entitled "Charges for Time and
Expense Projects, __________ [date]", which shall remain in effect during the term of this
agreement and which may be made after expiration or earlier termination of this agreement, unless
otherwise agreed to in writing by and between architect and owner.

        D. The times and further conditions of payments shall be described in Section Nine.

                                          SECTION SEVEN
                                     ADDITIONAL SERVICES

        For the additional services as set forth in subsections (a) through (f) below, architect shall be
compensated pursuant to Section Six. Architect agrees to perform or obtain any additional services
if requested to do so in writing by owner; however, no additional services shall be performed
without prior written authorization of owner. The following shall be considered additional services:

        (a)If after owner shall have approved all Phase II design development studies changes in the
                 scope of the project are ordered by owner that require architect to make extensive
                 revisions to the drawings, plans and specifications provided that such changes are
                 not due to any acts or omissions of architect.

        (b)Making additional planning or economic surveys over and above those previously
              outlined.

        (c)Significant revisions, initiated by owner, of previously approved drawings or
                specifications to accomplish changes, except as provided in Section Three.

        (d)Preparation of documents for change orders (except where changes are required as a
               result of architect's errors or omissions) or for major supplemental work initiated
               after commencement of construction.

        (e)Consultation concerning replacement of any work damaged by fire or other cause during
               construction and furnishing professional services of the types set forth in Section
               Three as may be required in connection with the replacement of such work.

        (f)Preparation of as-built drawings showing construction changes in the work and final
                locations of mechanical service lines and outlets based upon data furnished by the
                contractor.

        (g)The cost of special consultants, not provided as part of basic services.

                                          SECTION EIGHT

                                   REIMBURSABLE EXPENSES

        Reimbursable expenses are additional reasonable expenditures not included as part of the
basic services actually made by architect in the interest of the project. Architect shall be reimbursed
for the following reimbursable expenses only to the extent such expenses were necessarily incurred
for the project:

        A. Travel, when approved in advance or required by owner, for architect and __________
[his or her] representatives (except for travel in the general area of architect's office and/or the
project site) over __________ trips to the project site which __________ trips are included in
architect's basic services during Phase IV. Travel reimbursement shall be limited to:
       (a)Reasonable actual cost of any taxi, bus, railroad or air travel (coach where practicable).

       (b)Transportation by automobile at $__________ cents per mile, plus tolls and parking.

       (c)Reasonable actual lodging expenses and meals incurred while traveling.

       B. Long distance telephone calls, facsimiles, and telegrams.

        C. Statutory fees paid to governmental agencies for securing approvals of authorities having
jurisdiction over the project.

        D. In the event that owner requires a resident field supervisor, owner will reimburse
architect __________ times architect's direct personnel expense of the resident field supervisor but
in no event more than $__________.

       E. Other items contracted for by architect at the specific request of owner.

        F. Notwithstanding anything in this agreement to the contrary owner and architect agree that
the total amount of reimbursable expenses shall not exceed $__________, unless any increase prior
approved in writing by owner, which approval of owner shall be at owner's sole and absolute
discretion.

                                          SECTION NINE

                                  PAYMENTS TO ARCHITECT

       Payments on account of architect's basic services shall be made as follows:

        A. Upon completion of Phase I - preliminary site planning and schematic design phase, as
set forth in Section Three and approval by owner of Phase I, owner will pay architect __________
percent of the total architect's fee as set forth in Section Six.

        B. Upon completion of Phase II - design development phase, as set forth in Section Three,
and approval by owner of Phase II, owner will pay architect a sum sufficient to increase total
payment of __________ [his or her] fee to an amount equal to __________ percent of the total
architect's fee as set forth in Section Three.

        C. During and up to completion of Phase III - construction documents phase, as set forth in
Section Three and approval by owner of work completed to that point under Phase III, owner will
make periodic payments to architect (however not more often than once each month) in sums
proportionate to the percentage of professional services completed which at the completion of, and
approval by owner of Phase III, shall be sufficient to increase total payment of __________ [his or
her] fee to an amount equal to __________ percent of the total architect's fee as set forth in Section
Six.

       D. Upon the awarding of a construction contract by owner establishing the total cost of the
project, owner will pay architect a sum sufficient to make the total payment on account of
architectural services __________ percent of the total architect's fee set forth in Section Six.

       E. __________ percent of architect's fee set forth in Section Six shall be payable from time
to time in installments during the construction of the project in amounts proportionate to the
percentage of completion of construction however not more often than once each month.

       F. The remaining __________ percent of architect's fee shall be payable upon final
acceptance of the project by owner. However, if final acceptance by owner is withheld or delayed
by owner due any circumstances not relating to any negligence, act or omission to act of architect in
connection with the duties, services and obligations of architect to be performed under this
agreement, then __________ percent shall be payable on substantial completion of construction and
the remaining __________ percent shall be payable upon final acceptance of the project by owner.

        G. In order to determine the amount of services performed by architect during each month
in which payments are due, architect on the 15th day of each such calendar month, shall present to
owner a signed certificate sworn to if requested by owner, which shall state the percentage of
architect's services required during the particular phase in which architect is then engaged which
have been performed during the preceding month. The required monthly payments under this
Section shall be made on the basis of these certificates.

        H. Payments for approved additional services and for approved reimbursable expenses shall
be made without duplication not more than once a month, within __________ [fifteen (15)] days of
presentation of architect's detailed statement in triplicate. These detailed statements shall include all
appropriate support data and shall be submitted on the 15th day of each month and shall cover all
such expenses incurred up to the last day of the previous month. During Phase IV the monthly
statement shall be coordinated with and submitted together with certificates of payment as required
by this Section.

        I. Owner shall have the right to withhold from payments due architect any sums necessary
to protect owner from and against any loss or damage which may result from negligence or
unsatisfactory services of architect, failure by architect to perform __________ [his or her]
obligations, or claims filed against architect or Owner relating to architect's services or work.

        J. Notwithstanding any provision, covenant and/or condition of this agreement to the
contrary, Owner shall have the right, but not the obligation, in __________ [his or her] sole
discretion and on written notice to architect, to make payment directly to any consultant of
architect, and to charge or back charge any amount so paid directly to any such consultant to
architect.

                                            SECTION TEN

                    SUSPENSION OR TERMINATION OF PERFORMANCE

       A. Owner may at any time, and for any reason, direct architect to stop architect's services
under this agreement for a period of time. This direction shall be in writing and shall specify the
period during which the services are to be stopped. Architect shall resume services on the date
specified in the direction, or on any other date as owner may subsequently specify in writing. The
period during which services shall have been stopped shall be deemed added to the time fixed for
performance. Stoppage of services under this Section shall not give rise to any claim against owner.

         B. Owner may at any time, with or without cause, terminate this agreement by written
notice to architect specifying the termination date, which shall be not less than __________ [seven
(7)] days from the date notice is given. In the event of termination in this manner, architect shall be
paid such amount as shall compensate __________ [him or her] for the portion of the services
satisfactorily performed prior to the termination date. Termination under this Section shall not give
rise to any claim against owner.

       C. In the event that:

       (a)Architect shall for any reason or through any cause not have completed performance
              within the time fixed for performance under this agreement; or

       (b)Grounds for cancellation of the agreement under this Section shall arise; or

       (c)Architect shall otherwise be in default under this agreement; or

       (d)Owner shall give architect written notice that in __________ [his or her] opinion, the
             conduct of architect is such that the interests of owner are likely to be impaired or
             prejudiced, stating the facts on which the opinion is based;

then owner may, on written notice to architect immediately terminate this agreement for cause.

       D. On termination architect shall be entitled to payment of such amount, to be determined
by owner, as shall fairly compensate __________ [him or her] for the services satisfactorily
performed to the termination date, provided, however, that:

       (a)Nothing in this Section is to be construed to relieve architect from any liability and/or
              damages sustained by owner as a result of any breach by architect of this agreement,
              and payment by owner to architect of any monies pursuant to this Section shall not
              bar owner from any and all remedies __________ [he or she] may otherwise have
              against architect for any failure of architect to perform __________ [his or her]
              services in accordance with this agreement.

       (b)No amount shall be paid to architect under this Section until the services required to be
              performed to the agreed point of suspension or termination has been satisfactorily
              completed.

       E. Payment by owner to architect of any monies pursuant to this Section shall not bar owner
from any and all remedies it may otherwise have against architect for any failure of architect to
perform __________ [his or her] services in accordance with this agreement.
        F. In the event of termination of this agreement for any reason, architect, prior to any
payment to architect pursuant to this Section, shall deliver to owner the complete set of all original
drawings prepared to the date of termination. Owner shall have the right to use the ideas and
designs contained in this agreement for the completion of the project; in the event of termination of
this agreement or upon completion of the project, owner may, at all times, retain the originals of all
such drawings, originals of renderings, special art work, or models. All drawings, plans,
specifications, rendering and models, etc. are the property of owner. They are not to be used by any
person other than owner on other projects unless expressly authorized by owner. Owner agrees that
architect shall not be responsible for any work which has not been completed as of the date of
termination under this agreement.

                                        SECTION ELEVEN

                                     ARCHITECT RECORDS

        Architect shall keep, and shall require each consultant engaged under this agreement to
keep, accurate books of records and accounts in accordance with sound accounting principles, of all
expenditures made and all project costs, liabilities and obligations incurred under this agreement.
These accounts shall be available on reasonable request to owner for examination and audit.

                                       SECTION TWELVE

                                           INDEMNITY

       A. Architect shall be liable to and agrees to indemnify and hold harmless owner,
__________ [each officer, partner, agent, attorney-in-fact and employee of owner], against all
claims against any of them for personal injury or wrongful death or property damages arising out of
the negligence, act, error or omission to act in the performance of architect's services or by any
negligence, act, error or omission to act in the performance of any consultant to architect, in the
execution or performance of this agreement.

       B. Owner shall include in __________ [his or her] agreements with any contractor
performing work in connection with the project the customary provisions for the indemnification of
owner and architect by such contractor.

                                       SECTION THIRTEEN

                                           INSURANCE

        A. Architect shall insure and shall require each of __________ [his or her] consultants to
insure against the following risks to the extent stated:

       (a)Comprehensive general liability insurance including blanket contractual liability, broad
             form property damage, personal injury, premises medical payments, interest of
             employees as additional insureds, incidental medical malpractice and broad form
             general liability endorsement, covering as insured architect and owner with not less
              than the following limits of liability: Bodily Injury and Property Damage
              __________ [$1,000,000] combined single limit for bodily injury and property
              damage; The consultants shall maintain a similar policy of insurance covering as
              insured each consultant. Owner and/or owner's lender, if so directed by owner, shall
              be specifically named as additional insureds on the these policies.

       (b)Valuable papers insurance insuring all plans, designs, drawings, specifications and
              documents produced or used under this agreement by architect or any consultant in a
              total amount not less than __________ [80%] of the total of the fees stipulated in
              Section Six that have been billed by architect. Architect may furnish full coverage
              under one policy or may submit separate policies from __________ [his or her]
              consultants for their proportionate shares of said coverage. The policy for valuable
              papers insurance as required in this agreement shall be issued in the name of owner,
              as insured and to owner's lender, if so directed by owner, as loss payee, named
              insured, or additional insured, if and as so directed by owner.

       (c)In addition to workers' compensation insurance, architect and each consultant are
              required to procure and maintain employers' liability insurance as follows:
              employers liability - including all states endorsement in the minimum amount of
              __________ [$750,000], or the maximum amount required by law, whichever is
              greater.

       (d)Architect's professional liability insurance covering legal liability caused by errors and
              omissions arising out of performance and professional services in connection with
              the project and covering as insured architect with __________ [$1,000,000] limit of
              liability, and consultants with an amount of liability approved by owner in each
              case. If the agreed coverage proves not to be available for any reasons, architect
              shall obtain approval from owner for a revised amount as appropriate. The
              professional liability policies shall include the indemnity as set forth by Section
              Twelve.

       (e)Comprehensive automobile liability covering all owned, non-owned or hired automobiles
             to be used by architect and each of architect's consultants in the amounts of
             __________ [$1,000,000] for bodily injury and __________ [$1,000,000] for
             property damage.

       (f)Architect and each of __________ [his or her] consultants should provide not less than
              __________ [$5,000,000] excess of the limits as noted in Subsection (a)
              comprehensive general liability insurance and (e) - comprehensive automobile
              liability.

These policies shall provide that the insurance company or an attorney approved by the insurance
company shall defend any suit or proceeding against owner __________ [or any member, officer,
agent, attorney-in-fact or employee of owner] alleging an error, omission or act and seeking
damages even if the suit is groundless, false or fraudulent.
        B. All required insurance shall be maintained with responsible insurance carriers qualified
to do business in the State of __________. As soon as practicable on execution of this agreement
and before commencing any performance under this agreement, architect shall deposit, and shall
cause each consultant to deposit, with owner, the original policies of insurance, or certificates,
bearing notations or accompanied by other evidence satisfactory to owner of the payment of
premiums. Thereafter, certification of premium payment and certificates of insurance evidencing
policy renewal shall be deposited with owner not less than __________ [ten (10)] days before the
expiration dates of the expiring policies. In the case of valuable papers insurance, original policies,
not certificates, must be deposited.

       C. Riders providing substantially as follows shall be made a part of the insurance policies
described above in this agreement:

       (a)The insurance company agrees that it will give at least thirty (30) days prior written
              notice of any material change in, or cancellation of any of the coverage shown in
              this certificate.

       (b)Notice of accident shall be given by architect to the insurance company as required under
              the terms of this policy, or notice of claim shall be given by owner to the insurance
              company as required under the terms of the policy. Notice to the insurance company
              by either party shall be deemed sufficient notice under the policy.

       (c)The presence of representatives of owner or other authorized persons on the project site
              shall not invalidate this policy.

       (d)Violation of any of the terms of any other policy issued by the insurance company shall
              not by itself invalidate this policy.

       (e)Owner is named and recognized as additional insured to the within general liability,
             automobile liability, and umbrella liability, policies.

        D. The insurance policies described above in this agreement shall be kept in force for the
periods specified below.

       (a)Comprehensive general liability insurance shall be kept in force until formal written
             acceptance of the work by architect and owner.

       (b)Valuable papers insurance shall be kept in force until formal written acceptance of the
              work by architect and owner.

       (c)Workers' compensation and employers liability insurance shall be kept in force until
             formal written acceptance of the Work by architect and owner.

       (d)Architect's professional liability insurance shall be kept in force for two (2) years after
              final payment for construction.
                                      SECTION FOURTEEN

                                              NOTICES

        Any notice, approval, acceptance, request, bill, demand or statement under this agreement
from either party to the other shall be in writing and shall be deemed to have been given when
either delivered personally or deposited in a U.S. mail box in a postage prepaid envelope, addressed
to the other party. Either party may at any time change address by delivering or mailing, as stated
above, to the other party a notice stating the change and the changed address.

                                        SECTION FIFTEEN

                                 OWNERSHIP OF DOCUMENTS

         A. All drawings, plans, specifications and other documents prepared by architect in
connection with the project are prepared as "work for hire," as the phrase is defined in Section 101
of Title 17 of the United States Code and all title, ownership and copyright privileges are and shall
at all times be in owner. Owner shall not use any such drawings, plans, specifications or other
documents for any other project to be or proposed to be constructed on any property which lies
beyond the boundaries of the site.

        B. Architect agrees, when requested by owner, to immediately execute any reasonable
documents which documents shall evidence and acknowledge the ownership of all drawings, plans,
specifications and other documents in owner.

                                        SECTION SIXTEEN

                           PROFESSIONAL CONSULTING SERVICES

        Architect shall not engage any engineers and other consultants, except those listed in
Section Three without the prior approval of owner. Architect shall be responsible for the
performance of the work of all engineers and consultants engaged by him. This shall include the
maintenance of schedules, coordination of their work and resolution of all difference between them.
Architect shall pay to any engineers employed to design any part of the project fees commensurate
with the professional services rendered by such engineers. It is understood that all engineers and
other consultants engaged by architect are independent contractors to architect and not to owner and
architect alone is responsible for their work.

                                      SECTION SEVENTEEN

                          PATENTED AND/OR PROPRIETARY ITEMS

        Architect shall not, without the prior written approval of owner, specify for the project or
necessarily imply the required use of, any article, product, material, fixture or form of construction,
the use of which is covered by a patent, or which is otherwise exclusively controlled by a particular
firm or group of firms.
                                       SECTION EIGHTEEN

                                       MONIES WITHHELD

        A. When owner shall have reasonable ground for believing that architect will be unable to
perform this agreement fully and satisfactorily within the mutually agreed time limit fixed for
performance, then owner may withhold payment of any amount otherwise due and payable to
architect under this agreement. Any amount so withheld may be retained by owner for any period as
__________ [he or she] may deem advisable to protect owner against any loss.

        B. This Section is intended solely for the benefit of owner, and no person shall have any
claim against owner by reason of owner's failure or refusal to withhold monies. No interest shall be
payable by owner on any amounts withheld under this Section. This Section is not intended to limit
or in any way prejudice any other right of owner.

                                       SECTION NINETEEN

                              ACCEPTANCE OF FINAL PAYMENT

        The acceptance by architect, __________ [his or her] successors or assigns, of any payment
made under this agreement, or any final payment due on termination of this agreement, shall
constitute a full and complete release of owner from any and all claims, demands and causes of
action which architect, __________ [his or her] successors or assigns have or may have against
owner under the provisions of this agreement.

                                        SECTION TWENTY

                                             LIABILITY

       A. Any claim made by architect arising out of any act or omission by any officer, agent or
employee of owner, in the execution or performance of this agreement shall be made against owner
and not against the officer, agent or employee.

        B. Architect shall require each consultant to agree in its individual contract with architect
not to make any claim against owner, __________ [his or her] agents or employees by reason of
that contract.

         C. Nothing in this agreement shall be construed to give any person other than owner and
architect any legal or equitable right, remedy or claim under this agreement but it shall be held to be
for the sole and exclusive benefit of owner and architect.

                                     SECTION TWENTY-ONE

                                        MISCELLANEOUS
       A. Owner and architect each binds __________ [himself or herself], __________ [his or
her] partners, successors, assigns and legal representatives to the other party to this agreement and
to the partners, successors, assigns and legal representatives of the other party in respect to all
covenants of this agreement.

       B. This agreement shall constitute the sole understanding of the parties and supersedes all
prior negotiations, statements, instructions, representations or agreements either written or oral.
This agreement may be amended only by written instrument signed by both owner and architect.

       C. This agreement shall be governed by the laws of the State of the location of the project.

       D. Owner may assign or otherwise transfer all or any part of __________ [his or her] rights
and obligations under this agreement.

        E. In the event owner assigns or otherwise transfers any part or all of __________ [his or
her] interests under this agreement, architect agrees to execute such additional documents,
including new insurance certificates pursuant to Section Thirteen as may be reasonably necessary to
protect such assignee's or transferee's rights under this agreement.

        F. The Section headings are for convenience and reference only, and in no way define or
limit the scope and contents of this agreement or in any way affect its provisions.

       IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
day and year first set forth above.

[FIRST PARTY:]

                               IF BUSINESS ENTITY:

                               [ ame of Company                                                       ]



                               By: ___________________________________

                               Name: _________________________________

                               Title: __________________________________


                               IF INDIVIDUAL:


                               Sign: __________________________________

                               Print Name: _____________________________
[SECOND PARTY:]


                  IF BUSINESS ENTITY:

                  [ ame of Company                            ]



                  By: ___________________________________

                  Name: _________________________________

                  Title: __________________________________


                  IF INDIVIDUAL:


                  Sign: __________________________________

                  Print Name: _____________________________
                                   [ otary Seals, if needed]

[IF BUSI ESS E TITY]

STATE OF _____________ )

______________ COUNTY )

               I, the undersigned, a Notary Public in and for said County, in said State, hereby
certify that ______________________ [ ame], whose name as ________________ [Title] of
_____________________ [ ame of Company], a _____________ [Entity Type] formed and
existing under the laws of the State of ___________ [State in which entity was formed], is signed
to the foregoing Agreement, and who is known to me, acknowledged before me on this day that,
being informed of the contents of said Agreement, ______ [he, she or it], as such officer or
director and with full authority, executed the same voluntarily for and as the act of said
corporation on the day the same bears date.

              Subscribed and sworn to before me on this ____ day of _____________, 20__.


                                            _________________________________________
                                            Notary Public
                                            My Commission Expires: ____________________
[IF I DIVIDUAL]

STATE OF _____________ )

______________ COUNTY )

                I, the undersigned, a Notary Public in and for said County, in said State, hereby
certify that ____________________________ is signed to the foregoing Agreement, and who is
known to me, acknowledged before me on this day that, being informed of the contents of said
Agreement, ____ [he or she] executed the same voluntarily on the day the same bears date.


              Subscribed and sworn to before me on this ____ day of _____________, 20__.


                                            _________________________________________
                                            Notary Public
                                            My Commission Expires: ____________________

								
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