exhibit c aia doc

AIA

®

Document B101

TM

– 2007

Standard Form of Agreement Between Owner and Architect

AGREEMENT

made as of the « » day of « » in the year « »

(In words, indicate day, month and year.)

BETWEEN

the Architect’s client identified as the Owner:

(Name, legal status, address and other information)

Clayton County, Georgia

7994 North McDonough Street

Jonesboro, Georgia 30326 and the Architect:

(Name, legal status, address and other information)

« »« »

« »

« »

« » for the following Project:

(Name, location and detailed description)

Clayton County Fire Department Multi-Purpose Bldg

7810 Highway 85 South

Riverdale, Georgia

The Owner and Architect agree as follows.

ADDITIONS AND DELETIONS:

The author of this document has added information needed for its completion.

The author may also have revised the text of the original AIA standard form.

An Additions and Deletions

Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed.

This document has important legal consequences.

Consultation with an attorney is encouraged with respect to its completion or modification.

ELECTRONIC COPYING of any portion of this AIA ® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document.

AIA Document B101™ – 2007 (formerly B151™ – 1997).

Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects .

All rights reserved. WARNING: This AIA ® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA ® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.

This draft was produced by AIA software at 09:50:29 on 03/09/2011 under Order No.2798711219_1 which expires on 01/06/2012, and is not for resale.

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TABLE OF ARTICLES

INITIAL INFORMATION

ARCHITECT’S RESPONSIBILITIES

SCOPE OF ARCHITECT’S BASIC SERVICES

ADDITIONAL SERVICES

OWNER’S RESPONSIBILITIES

COST OF THE WORK

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11

8

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COPYRIGHTS AND LICENSES

CLAIMS AND DISPUTES

TERMINATION OR SUSPENSION

MISCELLANEOUS PROVISIONS

COMPENSATION

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13

SPECIAL TERMS AND CONDITIONS

SCOPE OF THE AGREEMENT

EXHIBIT A INITIAL INFORMATION

ARTICLE 1 INITIAL INFORMATION

§ 1.1

This Agreement is based on the Initial Information set forth in this Article 1. The project site is adjacent to

Clayton County’s Fire Department Headquarters at 7810 Highway 85 South. A document containing the programming requirements prepared by Chinn Planning (the “Program”) is attached as Exhibit “B” dated April 13,

2011 and edited March 25, 2013 and incorporated herein as a Draft Program of Requirements. The Architect will be responsible for verification of program requirements. The Owner has retained the services of Silverman

Construction Program Manager, “Project Manager”, to assist in managing the Project and consultants. The Owner’s construction budget is estimated at $3,500,000 with approximately $180,000 for Furniture and Furnishings. . The

Owner anticipates contracting with a Construction Manager for a Guaranteed Maximum Price (“GMP”). The

Construction Manager is sometimes referred to as “Contractor” herein.

(Complete Exhibit A, Initial Information, and incorporate it into the Agreement at Section 13.2, or state below

Initial Information such as details of the Project’s site and program, Owner’s contractors and consultants,

Architect’s consultants, Owner’s budget for the Cost of the Work, authorized representatives, anticipated procurement method, and other information relevant to the Project.)

« »

§ 1.2

The Owner’s anticipated dates for commencement of construction and Substantial Completion of the Work are set forth below:

.1

Commencement of construction date: mid-March 2014

.2

Substantial Completion date: mid-February 2015

§ 1.3

The Owner and Architect may rely on the Initial Information. Both parties, however, recognize that such information may materially change.





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ARTICLE 2 ARCHITECT’S RESPONSIBILITIES

§ 2.1

The Architect shall provide the professional services as set forth in this Agreement and consistent with modified AIA Document A133™–2009 and modified AIA Document A201™–2007 (each as amended for the

Project), which are attached as Exhibits “C” and “D” to this Agreement.

§ 2.2

The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. The Architect is responsible for ensuring that all services and work product delivered meet and are consistent with all applicable codes, regulations, rules, ordinances and other requirements.

§ 2.3

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

Project.

§ 2.4

Except with the Owner’s knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest, commission, bonus or contribution that would reasonably appear to compromise the

Architect’s professional judgment with respect to this Project.

§ 2.5 Insurance

§ 2.5.1

The Architect shall maintain the following insurance for the duration of this Agreement and for longer periods as required below:

(Identify types and limits of insurance coverage, and other insurance requirements applicable to the Agreement, if any.)

.1

General Liability

Procure and maintain during the life of this contract, Commercial General Liability Insurance on an

“Occurrence Basis” with limits of liability not less than $2,000,000 each occurrence, $2,000,000 products completed and $2,000,000 general aggregate. Clayton County, GA (as outlined below) shall be named as an “Additional Insured” on this policy.

.2

Automobile Liability

Procure and maintain during the life of this contract for Motor Vehicle Liability Insurance, including applicable No-Fault coverage, with limits of liability of not less than $1,000,000 per occurrence . Coverage shall include all owned vehicles, all non-owned vehicles, and all hired vehicles. Clayton County, GA (as outlined below) shall be named as an “Additional Insured” on this policy.

.3

Workers’ Compensation

Procure and maintain during the life of this contract, statutory Workers’ Compensation benefits as required by the State of Georgia, and Employers’ Liability Coverage with limits of liability of not less than

$100,000 Bodily Injury each accident, $500,000 Bodily Injury by Disease policy limit and $100,000 Bodily

Injury by Disease each employee. The Worker’s Compensation insurance shall contain a clause waiving subrogation rights against the Owner, the Construction Manager, any subcontractor, and the Project

Manager.

.4

Professional Liability

Procure and maintain A & E Errors and Omissions Insurance during the life of this contract with limits of liability not less than $5,000,000 per claim. This policy should extend protection for at least five (5) years after the project is completed.

§ 2.5.2.

Clayton County, Georgia, all of its elected and appointed officials, and all of its employees, volunteers, boards, commissions, and authorities shall be named additional insureds with respect to each of the foregoing insurance policies except Professional Liability.

§ 2.5.3 Before commencing any work pursuant to this Agreement, the Architect shall deliver to Clayton County

Central Services Department, at 7994 N. McDonough Street, Jonesboro, Georgia 30326, certificates of insurance, issued to and to be held by the Clayton County Board of Commissions, evidencing the foregoing insurance coverages and certifying that no carrier will cancel, modify, or fail to renew any coverage without delivering written notice to the Clayton County Central Services Department at least thirty (30) days in advance.





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§ 2.5.4

Upon request, the Architect shall deliver to Clayton County Central Services Department, copies of all insurance policies, including without limitation all declarations, riders, and endorsement.

§ 2.5.5

The Architect shall ensure that each consultant or subconsultant engaged in connection with this Agreement secures and maintains the insurance coverages noted above, with the same minimum limits.

ARTICLE 3 SCOPE OF ARCHITECT’S BASIC SERVICES

§ 3.1

The Architect’s Basic Services consist of all structural, civil, mechanical, and electrical engineering services, landscape architecture, and selection and specification of furniture, fixtures and equipment (FF&E), all in compliance with the requirements set forth in the Initial Information, the Program, AIA Document A133™–2009 (as amended for the Project) and AIA Document A201™–2007 (as amended for the Project) as required for the

Architect to deliver a complete set of Construction Documents that, upon review and pricing by Construction

Manager, result in a Guaranteed Maximum Price not exceeding the sum of the Owner’s construction budgets and otherwise in compliance with the Owner’s requirements. The Architect understand and agrees that the sum of the

Owner’s budget for the Cost of the Work (Construction and FF&E) is $3,680,000_. Without limitation of the foregoing, the Architect’s Basic Services shall comply with this Article 3 and shall include all of the following: a. Site Evaluation and Planning (B203™–2007); b. Civil engineering, including without limitation the design of all utility connections required for the project, and which, due to the nature of the site, may or may not be on or adjacent to the site, and the design of any required exterior site signage. Note that such exterior signage on this project includes directional or way finding signage on nearby county property or adjacent property to c. d. e. j. k. l. m. f. g. h. i. n. o. p. direct access to this project;

Landscape design including any required exterior or site lighting;

Architectural design, including verification of space program of requirements;

Structural design;

HVAC design;

Plumbing design;

Electrical design;

General design of fire sprinkler system;

Architectural Interior Design (B252™–2007) including signage and providing estimates thereof;

As-Designed Record drawings (in electronic format acceptable to Owner);

As-Constructed Record drawings (in electronic format acceptable to Owner, based on information provided by Contractor);

Furniture, Furnishings, and Equipment Design and providing estimates thereof;

Preparation of design and documentation for alternate bid or proposal requests including without q. r. s. limitation those proposed by the Owner;

Preparing Change Orders and Construction Change Directives, including without limitation those that require evaluation of Contractor’s proposals and supporting data, or the preparation or revision of Instruments of Service;

Evaluating substitutions proposed by the Owner or Contractor and making subsequent revisions to

Instruments of Service resulting therefrom;

The preparation of bid documents prior to the completion of 100% Contract Documents for purposes of obtaining an early GMP, or components thereof; t. Participating in meetings with the County, the Project Manager and /or the Construction Manager, in order to advise on and/or participate in the coordination of the project during the design, construction and closeout phases; and u. Making presentations to various boards, agencies and public groups as necessary in order to obtain the approval of the Clayton County Board of Commissioners (BOC) in respect to various matters pertaining to the design and construction of the Project.

The Architect shall integrate and coordinate the FF&E design process with the A/E design process such that FF&E will not be performed as an afterthought. Furniture selections, etc. shall be presented in conjunction with the

Architectural/Interior design phases (presentations) as appropriate. The Architect shall select appropriate furniture, furnishings and equipment in accordance with the requirements of the Program. Furniture will be procured by the

County through its procurement department. All furniture will be new; no existing furniture will be reused.





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§ 3.1.1

The Architect shall manage the Architect’s services, consult with the Owner and Project Manager, research applicable design criteria, attend Project meetings, communicate with members of the Project team and report progress to the Owner and Project Manager.

§ 3.1.2

The Architect shall coordinate its services with those services provided by the Owner and the Owner’s consultants. The Architect acknowledges that any consultant engaged by the Owner shall have a merely advisory role, and that the Architect shall be solely and fully responsible for the design of all components and systems required for the Project. The Architect shall provide prompt written notice to the Owner with copy to the Project

Manager if the Architect becomes aware of any error, omission or inconsistency in services or information provided by any such consultant.

§ 3.1.3

As soon as practicable after the date of this Agreement, the Architect shall submit for the Owner’s approval with copy to the Project Manager a schedule for the performance of the Architect’s services. Once approved by the

Owner, time limits established by the schedule shall not, except for reasonable cause, be exceeded by the Architect.

With the Owner’s approval, the Architect shall adjust the schedule, if necessary as the Project proceeds until the commencement of construction.

§ 3.1.4

The Architect shall not be responsible for an Owner’s directive or substitution made without the Architect’s approval.

§ 3.1.5

The Architect shall, at appropriate times, contact the governmental authorities required to approve the

Construction Documents and the entities providing utility services to the Project. In designing the Project, the

Architect shall strictly adhere to applicable design requirements imposed by such governmental authorities and by such entities providing utility services.

§ 3.1.6

It shall be the Architect’s responsibility to file and secure approval from all government authorities including but not limited to plan review and permits. If any approval is withheld, Architect shall notify the Owner and the

Project Manager in writing of such event within three (3) days of such denial. The Architect shall not be responsible for the costs of such reviews and permits, except when such costs are the direct result of the Architect’s failure to submit documents that comply with applicable rules, regulations, etc.

§ 3.1.7

The Architect may not utilize the services any consultant without the prior written approval of the Owner.

§ 3.1.8

Unless the Owner instructs otherwise in writing, the Architect shall submit four (4) hard copies of all required documents, as well as an electronic copy (in searchable pdf format). All drawings shall be on sheets no smaller than 24 inches by 36 inches, and shall be clearly legible if the reproduced and reduced to half size.

§ 3.2 SCHEMATIC DESIGN PHASE SERVICES

§ 3.2.1

The Architect shall verify the program of space requirements and review other information furnished by the

Owner, and shall review laws, codes, and regulations applicable to the Project.

§ 3.2.2

The Architect shall prepare a summary of the Owner’s revised program, schedule, budget for the Cost of the

Work, Project site, and the proposed procurement or delivery method and other Initial Information, each in terms of the other, to ascertain the requirements of the Project. The Architect shall notify the Owner and Project Manager, before the commencement of the Schematic Design Phase, of (1) any inconsistencies or conflicts discovered in the information, and (2) other information or consulting services that may be reasonably needed for the Project. If the

Architect fails to notify the Owner, before the commencement of the Schematic Design Phase, of any inconsistency or conflict discovered or any other information or consulting services needed, it shall be deemed to have waived any claim for additional compensation arising out of or relating to such inconsistency, conflict, information, or services.

§ 3.2.3

The Architect shall present its preliminary evaluation to the Owner and Project Manager and shall discuss with the Owner and Project Manager alternative approaches to design and construction of the Project, including the feasibility of incorporating environmentally responsible design approaches. The Architect shall reach an understanding with the Owner regarding the requirements of the Project and the Owner’s priorities, and shall conform the Schematic Design to such requirements and priorities.





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§ 3.2.4

Based on the Project’s requirements agreed upon with the Owner, the Architect shall prepare and present for the Owner’s review and selection preliminary conceptual design options illustrating the scale and relationship of the Project components, and location on the site.

§ 3.2.5

Upon the Owner’s selection and approval of a preliminary conceptual design direction, the Architect shall prepare Schematic Design Documents. The Architect shall consistently meet with the Owner and PM to obtain the

Owner’s input as the Schematic Design develops. Upon completion of the Schematic design documents the

Architect shall submit them to the Project Manager for review, to the Owner for approval, and to the Construction

Manager for pricing. The Schematic Design Documents shall consist of drawings and other documents including a site plan, and preliminary building plans for each level, sections and elevations, outline specifications for each discipline (architectural, structural, civil, mechanical, electrical, landscape and interior), a statistical summary comparing the schematic design to the program by program area; and shall include digital modeling, with some combination of digital modeling images and study models or perspective sketches sufficient to communicate the design to the Owner and the Owner’s stakeholders in public and other meetings. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. . The Architect shall also include a statement of probable cost of all FF&E that is within the FF&E budget. If the total of

Construction Manager’s construction and the Architect’s FF&E pricing based on the Schematic Design Documents exceeds the Owner’s budget for the Cost of the Work, the Architect shall, before proceeding further, and with input from the Owner, the Project Manager, and the Construction Manager, revise the Schematic Design Documents such that the Construction Manager’s construction and the Architect’s FF&E pricing based on the Schematic Design

Documents aligns with the Owner’s budget. Alternatively, the Owner shall have the option, but no obligation, to increase the project budget for some or all of the amount by which the CM’s pricing exceeds the Owner’s budget for the Cost of the Work, but such increase shall not be a basis of a claim by the Architect for additional compensation.

§ 3.2.5.1

The Architect shall consider environmentally responsible design alternatives, such as material choices and building orientation, together with other considerations based on program and aesthetics, in developing a design that is consistent with the Owner’s program, schedule and budget for the Cost of the Work. The Owner may obtain other environmentally responsible design services under Article 4.

§ 3.2.5.2

The Architect shall consider the value of alternative materials, building systems and equipment, together with other considerations based on program and aesthetics, in developing a design for the Project that is consistent with the Owner’s program, schedule and budget for the Cost of the Work.

§ 3.2.6

If the Construction Manager’s construction and the Architect’s FF&E pricing based on the Schematic Design

Documents aligns the Owner’s budget for the Cost of the Work, the Architect shall submit the Schematic Design

Documents to the Owner and Project Manager, and request the Owner’s approval. Upon Owner’s request, the

Architect shall make a presentation to the Board of Commissioners regarding this phase of the Project.

§ 3.3 DESIGN DEVELOPMENT PHASE SERVICES

§ 3.3.1

Upon the Owner’s approval of the Schematic Design Documents, and taking into account the Construction

Manager’s pricing, comments and suggestions arising out of the Schematic Design Documents, the Architect shall prepare Design Development Documents for the Owner’s and Project Manager’s review, the Construction

Manager’s pricing, and the Owner’s approval. The Design Development Documents shall illustrate and describe the development of the approved Schematic Design Documents and shall consist of drawings and other documents including plans for all levels, wall and building sections, all elevations, typical construction details, and diagrammatic layouts of building systems to fix and describe the size and character of the Project as to architectural, civil, structural, mechanical and electrical systems, landscape design, vertical transportation, life safety and preliminary selections for FF&E with updated probable cost that is within the FF&E budget, and such other elements as may be appropriate. The Design Development Documents shall also include outline specifications that identify major materials and systems and establish in general their quality levels. The Design Development

Documents shall include digital modeling images sufficient to communicate the design to the Owner and the

Owner’s stakeholders in public and other meetings.

§ 3.3.2

If the sum of Construction Manager’s construction pricing and the Architect’s FF&E pricing based on the

Design Development Documents exceeds the Owner’s budget for the Cost of the Work, the Architect shall, before proceeding further, and with input from the Owner, the Project Manager, and the Construction Manager, revise the

Design Development Documents such that the Construction Manager’s construction pricing and the Architect’s

FF&E pricing based on the Design Development Documents aligns with the Owner’s budget. Alternatively, the





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Owner shall have the option, but no obligation, to increase the project budget for some or all of the amount by which the CM’s pricing exceeds the Owner’s budget for the Cost of the Work, but such increase shall not be a basis of a claim by the Architect for additional compensation.

§ 3.3.3

If the Construction Manager’s construction pricing and the Architect’s FF&E pricing based on the Design

Development Documents align the Owner’s budget for the Cost of the Work,, the Architect shall submit the Design

Development Documents to the Owner and Project Manager, and request the Owner’s approval. Upon Owner’s request, the Architect shall make a presentation to the Board of Commissioners regarding this phase of the Project.

§ 3.4 CONSTRUCTION DOCUMENTS PHASE SERVICES

§ 3.4.1

Upon the Owner’s approval of the Design Development Documents, the Architect shall prepare Construction

Documents for the Owner’s approval. The Construction Documents shall illustrate and describe the further development of the approved Design Development Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels of materials and systems and other requirements for the construction of the

Work. The Specifications shall include the special conditions of the Contract, which shall be coordinated with the

Project Manager. The Owner and Architect acknowledge that in order to construct the Work the Contractor will provide additional information, including Shop Drawings, Product Data, Samples and other similar submittals, which the Architect shall review in accordance with Section 3.6.4. Such review shall not relieve the Architect or discharge the Architect from errors in its obligation to perform the Services in accordance with the applicable standard of care. Consistent with such standard, the Architect will provide Construction Documents that are complete and adequate for the Contractor to construct the Project under the Contract for Construction. If an error or omission by the Architect or any of its consultants requires the Owner to pay more for the installation of a system or portion of the Project than would have been the had the error or omission not occurred, the Architect will pay the incremental cost proportionate to the Architect’s responsibility for the error or omission. The Architect shall not be entitled to any fee associated with any services resulting from a change or claim resulting from Architect’s errors, omissions, or deficiencies. Architect shall provide its time and services free of charge to the Owner to defend against claims due to errors, omissions, or deficiencies in the design or in the Contract Documents. The

Construction Documents shall be prepared and distributed in two phases, as follows:

.1

The GMP Drawings and Specifications to be used by the Construction Manager for the purpose of proposing its Guaranteed Maximum Price as provided in Section 2.2 of the Owner’s modified version of the Agreement between Owner and Construction Manager as Constructor, AIA Form A133-2009, which has been provided to and reviewed by the Architect; and

.2

The Final Drawings and Specifications, which shall reflect the assumptions the Construction Manager made or reasonably should have made at the time of the Guaranteed Maximum Price proposal, as provided in Section 2.2 of the Owner’s modified version of the Agreement between Owner and Construction

Manager as Constructor, AIA Form A133-2009.

§ 3.4.2

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

§ 3.4.3

Based on the approved Design Development drawings and other documents, including schedule and estimate of the Cost of the Work, the Architect shall prepare Drawings, Specifications and other documents required to describe the requirements for the fabrication, procurement, shipment, delivery and installation of Furniture,

Furnishings and Equipment for the Project, and provide a complete and detailed FF&E estimate that is within budget.

§ 3.4.4 If the sum of the Construction Manager’s GMP based on the Construction Documents plus the Architect’s

FF&E pricing exceeds the Owner’s budget for the Cost of the Work, the Architect shall, before proceeding further, and with input from the Owner, the Project Manager, and the Construction Manager, revise the Construction

Documents such that the Construction Manager’s pricing based on the Construction Documents aligns with the

Owner’s budget. Alternatively, the Owner shall have the option, but no obligation, to increase the project budget for some or all of the amount by which the CM’s pricing exceeds the Owner’s budget for the Cost of the Work, but such increase shall not be a basis of a claim by the Architect for additional compensation.

§ 3.4.5 If the Construction Manager’s GMP based on the Construction Documents aligns the Owner’s budget for the

Cost of the Work, the Architect shall submit the Construction Documents to the Owner and Project Manager, and





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request the Owner’s approval. Upon Owner’s request, the Architect shall make presentations to the Board of

Commissioners regarding this phase of the Project.

§ 3.4.6

In addition to the requirements of 3.1.8, GMP and/or Final Construction Document submission may require the following:

.1 Reproducible Project Title Sheet, signed by the Architect, with original seal affixed, for the purposes of affixing the signatures of County officials

.2 A complete set of reproducible drawings with original seal affixed

.3 Four unbound copies of specifications for use with subsequent binding of the signed construction contracts and/or GMP.

§ 3.5 BIDDING OR NEGOTIATION PHASE SERVICES

§ 3.5.1 GENERAL

During the bidding or proposal process, all or some of which may be concurrent with the Design Development and/or Construction Documents Phase, the Architect shall assist the Owner, Construction Manager and the Project

Manager in preparing addenda and written response to questions relating to design and/or requests for clarification or interpretation from prospective contractors, subcontractors or suppliers.

§ 3.5.2

The Architect shall consider requests for substitutions, if the Proposal Documents permit substitutions, and shall prepare and distribute addenda identifying approved substitutions to the Construction Manager for further distribution.

§ 3.5.3 The Architect shall prepare technical documents for bidding, including early bid packages and the preparation of alternates (additive or deductive) when needed to increase the probability that the bid results will be within the budget.

§ 3.5.4 The Architect shall participate in pre-bid conferences, including on-site visits, for the purpose of the Owner , the PM, the CM and the Architect to present the project parameters to the bidders.

§ 3.5.5 The Architect shall assist the Owner, the Project Manager and the Construction Manager, when necessary, to evaluate the bids for completeness, responsiveness and price, including any alternates, unit prices or proposed substitutions. Architect shall make appropriate recommendations to the Owner based upon the bids and pricing received for the purpose of keeping the construction of the Project within the Owner project budget.

§ 3.5.6 The Architect shall comply with all Statutory bidding requirements regarding the construction management method of project delivery, and Architect will produce documents needed to comply with such requirements.

§ 3.5.7 It shall be the responsibility of the Architect to work with the Project Manager and the Construction

Manager to ensure that budgets are met through competitive bidding. If any budgets are exceeded, Architect shall adjust its design documents as necessary throughout the entire Project.

§ 3.6 CONSTRUCTION PHASE SERVICES

§ 3.6.1 GENERAL

§ 3.6.1.1

The Architect, in consultation with the Project Manager, shall provide administration of the Contract between the Owner and the Contractor as set forth below and in AIA Document A201™–2007, General Conditions of the Contract for Construction. If the Owner and Contractor modify AIA Document A201–2007, those modifications shall not affect the Architect’s services under this Agreement unless the Owner and the Architect amend this Agreement. The Architect shall advise and consult with the Owner for the complete Project including the entire duration of the construction process including significant schedule modifications and including providing services after issuance to the Owner of the Final Certificate for Payment or sixty (60) days from the date of

Substantial Completion, during the corrective period described in the contract for construction, and for an observation of the facility ten (10) months after the date of Substantial Completion. The observation shall determine that all warranty work has been satisfactorily performed and shall identify any claims that should be made under warranty. In the event any warranty claims are identified at the ten (10) month walk through, then the Architect shall continue to oversee the warranty work throughout the warranty period as a part of the Basic Services. The observations shall be communicated in writing and specifically list any uncompleted warranty work. The Architect shall have authority to act on behalf of the Owner only to the extent provided in the Agreement unless modified by written instrument.





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§ 3.6.1.2

The Architect shall advise and consult with the Owner and the Project Manager during the Construction

Phase Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this

Agreement. The Architect shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, nor shall the Architect be responsible for the Contractor’s failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect’s negligent acts or omissions, but shall not have control over or charge of, and shall not be responsible for, acts or omissions of the

Contractor or of any other persons or entities performing portions of the Work.

§ 3.6.1.3

Subject to Section 4.3, the Architect’s responsibility to provide Construction Phase Services commences with the award of the first Contract for Construction and terminates upon the completion of the Architect’s Closeout

Phase Services as set forth in Paragraph 3.6.6.

§ 3.6.1.4

The Architect shall review the final placement of all furniture, furnishings and equipment and inspect the same for damage, quality, assembly and function in order to determine that furniture, furnishings and equipment are in accordance with the requirements of the Contract Documents. The Architect may recommend to the Owner acceptance or rejection of furniture, furnishings and equipment by preparing a FF&E punchlist documenting the

Architect’s review and recommendations.

§ 3.6.2 EVALUATIONS OF THE WORK

§ 3.6.2.1

The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise required in Section 4.3.3, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine, in general, if the Work observed is being performed in a manner indicating that the

Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of the site visits, the Architect shall provide the Owner and Project Manager a written weekly Field Report about the progress and quality of the portion of the Work completed, and report to the Owner and Project Manager

(1) known deviations from the Contract Documents and from the most recent construction schedule submitted by the

Contractor, and (2) defects and deficiencies observed in the Work. Upon receiving notice from the Contractor that the Project is substantially complete, Architect shall inspect the Project and prepare a list of all deviations, defects, or deficiencies.

§ 3.6.2.2

The Architect has the authority, through the Project Manager or other person designated in writing by the

Owner, to reject Work that does not conform to the Contract Documents, however no such action may be taken without prior consultation with the Owner. Whenever the Architect considers it necessary or advisable, the Architect shall have the authority to require inspection or testing of the Work in accordance with the provisions of the

Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons or entities performing portions of the Work.

§ 3.6.2.3

The Architect, in consultation with the Project Manager, shall interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or

Contractor. The Architect’s response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness.

§ 3.6.2.4

Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings.

§ 3.6.3 CERTIFICATES FOR PAYMENT TO CONTRACTOR

§ 3.6.3.1

The Architect shall review and, after consultation with the Project Manager, certify the amounts due the

Contractor and shall issue certificates in such amounts. The Architect’s certification for payment shall constitute a representation to the Owner, based on the Architect’s evaluation of the Work as provided in Section 3.6.2 and on the data comprising the Contractor’s Application for Payment, that, to the best of the Architect’s knowledge, information and belief, the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject (1) to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, (2) to results of subsequent tests and





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inspections, (3) to correction of minor deviations from the Contract Documents prior to completion, and (4) to specific qualifications expressed by the Architect.

§ 3.6.3.2

The issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from

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

§ 3.6.3.3

The Architect shall maintain a record of the Applications and Certificates for Payment.

§ 3.6.4 SUBMITTALS

§ 3.6.4.1

The Architect shall review the Contractor’s submittal schedule and shall not unreasonably delay or withhold approval. The Architect shall review and approve or take other appropriate action upon submittals such as Shop

Drawings, Product Data and Samples, consistent with the requirements stated in the General Conditions, AIA form

A201, as amended. The Architect’s action in reviewing submittals shall be taken in accordance with the approved submittal schedule or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect’s professional judgment to permit adequate review, but in no case longer than ten

(10) business days. If requested by the Contractor on behalf of a Subcontractor, the Architect shall furnish, at no additional cost, electronic versions of its plans for use as backgrounds for required shop drawings.

§ 3.6.4.2

In accordance with the Architect-approved submittal schedule, the Architect, in consultation with the

Project Manager, shall review and approve or take other appropriate action upon the Contractor’s submittals such as

Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. Review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions, quantities, and installation or performance of equipment or systems, which are the Contractor’s responsibility. The Architect’s review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect’s approval of a specific item shall not indicate approval of an assembly of which the item is a component.

§ 3.6.4.3

If the Contract Documents specifically require the Contractor to provide professional design services or certifications by a design professional related to systems, materials or equipment, the Architect shall specify the appropriate performance and design criteria that such services must satisfy. The Architect shall review Shop

Drawings and other submittals related to the Work designed or certified by the design professional retained by the

Contractor that bear such professional’s seal and signature when submitted to the Architect. The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals.

§ 3.6.4.4

Subject to the provisions of Section 4.3, the Architect shall review and respond to requests for information about the Contract Documents. The Architect shall set forth in the Contract Documents the requirements for requests for information. Requests for information shall include, at a minimum, a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. The

Architect’s response to such requests shall be made in writing within any time limits agreed upon, or otherwise within five (5) business days.. 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 an electronic record of submittals and copies of submittals supplied by the

Contractor in accordance with the requirements of the Contract Documents.

§ 3.6.5 CHANGES IN THE WORK

§ 3.6.5.1

The Architect may authorize minor changes in the Work that are consistent with the intent of the Contract

Documents and do not involve a cost to the Owner, an adjustment in the Contract Sum or an extension of the

Contract Time. Subject to the provisions of Section 4.3, the Architect shall evaluate Change Requests and prepare

Change Orders and Construction Change Directives for the Owner’s approval and execution in accordance with the

Contract Documents and in the format and meeting the requirements as needed for submittal to and approval by the

Owner’s Board of Commissioners.





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§ 3.6.5.2

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

§ 3.6.6 PROJECT COMPLETION

§ 3.6.6.1

The Architect, in consultation with the Project Manager, shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion; receive from the Contractor, review for accuracy and completeness, and forward to the Owner, for the Owner’s records, written warranties and related documents required by the Contract Documents and assembled by the

Contractor; and issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents.

§ 3.6.6.2

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

§ 3.6.6.3

When the Work is found to be substantially complete, the Architect shall inform the Owner and the Project

Manager about the balance of the Contract Sum remaining to be paid the Contractor, including the amount to be retained from the Contract Sum, if any, for final completion or correction of the Work.

§ 3.6.6.4

The Architect shall forward to the Owner and Project Manager the following information received from the

Contractor: (1) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment; (2) affidavits, receipts, releases and waivers of liens or bonds indemnifying the Owner against liens; and (3) any other documentation required of the Contractor under the Contract Documents.

§ 3.6.6.5

Upon request of the Owner or the Project Manager, and prior to the expiration of one year from the date of

Substantial Completion and at least thirty (30) days prior to the expiration of the One Year Warranty, the Architect shall, without additional compensation, conduct a meeting with the Owner to review the facility operations and performance and provide a list detailing warranty items to be addressed.

§ 3.6.6.6

The Architect’s Closeout Phase Services shall, without limitation, include the following:

.1

Review of all closeout documents required to be submitted by the Construction Manager for completeness and conformance with the specifications, including without limitation all as-built records and record drawings, warranties, operation manuals, and maintenance manuals;

.2

Review of all final waivers;

.3

Provide assistance as may be required for the initial testing, adjusting and balancing of all equipment and systems incorporated into the Project.

.4

Review Construction Managers’ completion list submitted with Construction Manager’s request for

Certificate of Substantial Completion, and conduct through review and inspection of all improvements to as needed to create a complete punchlist of all incomplete and/or non-conforming work.

.5 When so notified by Construction Manager, conduct thorough review(s) and inspection(s) of all items on punchlist to verify they have been completed and or addressed to conform to the contract documents.

.6

Receive from Construction Manager, and review for both completeness and accuracy, the final hard copy and pdf copy of the complete project set of submittals, product data and shop drawings, marked to indicate any revisions.

.7

Prepare and submit to Owner a final set of record documents (drawings and specifications) showing the project as constructed, incorporating the latest drawings and specifications issued by Architect and it’s consultant, RFI information and sketches, as built drawings provided by CM and other information provided by or generated by architect. This information is to be delivered as follows: one full size hard copy, one electronic set in pdf format, and for drawings, one electronic set in a format compatible with

AutoCad 2011 or a different program approved by the Owner.





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.8

R eceive from Construction Manager, and review for both completeness and accuracy, the final warranty forms from all subcontractors & suppliers

.9

Receive from Construction Manager, and review for both completeness and accuracy, the Construction

Managers final reconciliation of all allowances and owner contingencies.

.10

Prepare Construction Manager’s final Change Order, based on Architects review and approval of

Construction Managers final allowance and contingency reconciliation documents, and any valid and otherwise approved Construction Managers Proposed Change Orders or other requests for Change Order.

.11

Receive from Construction Manager, and review for both completeness and accuracy, the Construction

Managers Final Request for Payment, and final waiver forms.

.12

Assist the Owner in correction or resolution, satisfactory to Owner, of issues involving defects in

Project materials and workmanship, and resolution of Project-related claims and disputes up to one year from final completion of the Project.

ARTICLE 4 ADDITIONAL SERVICES

§ 4.1

Not Used.

Additional Services Responsibility

(Architect, Owner or

Location of Service Description

(Section 4.2 below or in an exhibit attached to this document and

Not Provided) identified below)

§ 4.2

Not used.

§ 4.3

Additional Services may be provided after execution of this Agreement, without invalidating the Agreement.

Except for services required due to the fault of the Architect, any Additional Services provided in accordance with this Section 4.3 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment in the Architect’s schedule.

§ 4.3.1

Upon recognizing the need to perform the following Additional Services, the Architect shall notify the Owner and the Project Manager with reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not proceed to provide the following services until the Architect receives the Owner’s written authorization:

.1

Services necessitated by a change in the Initial Information, previous instructions or approvals given by the Owner, or a material change in the Project including, but not limited to, size, quality, complexity, the Owner’s budget for Cost of the Work, or procurement or delivery method;

.2

Services necessitated by the Owner’s request for extensive environmentally responsible design alternatives, such as unique system designs, in-depth material research, energy modeling, or LEED® certification;

.3

Changing or editing previously prepared Instruments of Service necessitated by the enactment or revision of codes, laws or regulations that were not in force or scheduled to become in force when this agreement was executed;

.4

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

.5

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

.6

Evaluating an extensive number of Claims as the Initial Decision Maker.

§ 4.3.2

The Owner shall have no obligation to compensate the Architect for any Additional Services commenced without the Owner’s proper written approval.

§ 4.3.3

The Architect shall provide Construction Phase Services exceeding the customary limits as Additional

Services. When such limits are reached, the Architect shall notify the Owner before proceeding with





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Additional Services. With respect to site visits by the Architect, once visit per week during construction shall be deemed customary. Notwithstanding the first sentence of this subparagraph, all review of shop drawings, inspections of any portion of the Work to determine whether it substantially complete in accordance with the requirements of the Contract Documents, and inspection of the Work to determine final completion shall be deemed Basic Services.

ARTICLE 5 OWNER’S RESPONSIBILITIES

§ 5.1

Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project, including a written program which shall set forth the

Owner’s objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems and site requirements. Within 21 days after receipt of a written request from the Architect, the Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights.

§ 5.2

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

Work, the Owner shall notify the Architect. The Owner and the Architect shall thereafter agree to a corresponding change in the Project’s scope and quality.

§ 5.3

The Owner shall identify a representative authorized to act on the Owner’s behalf with respect to the Project.

The Owner shall render decisions and approve the Architect’s submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect’s services.

§ 5.4

The Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark.

§ 5.5

The Owner shall furnish services of geotechnical engineers, which may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations.

§ 5.6

The Architect shall coordinate the services of its own consultants with those services provided by the Architect.

Upon the Architect’s request, the Owner shall furnish copies of the scope of services in the contracts between the

Owner and the Owner’s consultants. The Architect shall furnish the services of consultants required unless otherwise provided in this Agreement. The Architect shall require that its consultants maintain professional liability insurance as appropriate to the services provided.

§ 5.7

Not used.

§ 5.8

The Owner shall furnish all legal and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner’s needs and interests. This provision is not intended to require Owner to furnish the professional services above to Architect. The Architect is responsible for its own professional services at its own expense.

§ 5.9

The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the Architect’s Instruments of Service.

§ 5.10

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





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§ 5.11

Before executing the Contract for Construction, the Owner shall coordinate the Architect’s duties and responsibilities set forth in the Contract for Construction with the Architect’s services set forth in this Agreement.

The Owner shall provide the Architect a copy of the executed agreement between the Owner and Contractor, including the General Conditions of the Contract for Construction.

§ 5.12

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

ARTICLE 6 COST OF THE WORK

§ 6.1

For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include FF&E, contractors’ general conditions costs, overhead and profit. The Cost of the Work does not include the compensation of the Architect, the costs of the land, rights-of-way, financing, the cost of the Owner’s other consultants, and contingencies for changes in the Work or other costs that are the responsibility of the Owner.

§ 6.2

The Owner’s budget for the Cost of the Work is provided in Initial Information and may be adjusted throughout the Project as required under Sections 5.2, 6.4 and 6.5. Evaluations of the Owner’s budget for the Cost of the Work, the preliminary estimate of the Cost of the Work, and updated estimates of the Cost of the Work prepared by the Architect, represent the Architect’s judgment as a design professional. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment; the Contractor’s methods of determining bid prices; or competitive bidding, market or negotiating conditions. Notwithstanding the foregoing, the Architect agrees that its Basic Services include producing Construction Documents that meet the Owner’s

Program and, based upon pricing by the Construction Manager, result in a GMP within the Owner’s Budget.

§ 6.3

In preparing estimates of the Cost of Work, the Construction Manager shall be permitted to include contingencies for design, bidding and price escalation. The Architect may include in the Contract Documents alternates as may be necessary to adjust the estimated Cost of the Work to meet the Owner’s budget for the Cost of the Work.

§ 6.4

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

Cost of the Work, the Architect shall make appropriate revisions to the design, without compromising the Owners program. Alternatively, the Owner shall have the option, but no obligation, to increase the project budget for some or all of the amount by which the CM’s pricing exceeds the Owner’s budget for the Cost of the Work, but such increase shall not be a basis of a claim by the Architect for additional compensation.

ARTICLE 7 COPYRIGHTS AND LICENSES

§ 7.1

The Architect and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. If the Owner and Architect intend to transmit Instruments of

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

§ 7.2

Upon execution of this Agreement, the Architect grants to the Owner an exclusive and irrevocable license to use the Architect’s Instruments of Service for purposes of constructing, using, maintaining, altering and adding to the Project. The Architect shall obtain similar licenses from the Architect’s consultants consistent with this

Agreement. The license granted under this section permits the Owner to authorize the Contractor, Subcontractors,

Sub-subcontractors, and material or equipment suppliers, as well as the 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.

ARTICLE 8 CLAIMS AND DISPUTES

§ 8.1 GENERAL

§ 8.1.1

The Owner and Architect shall commence all claims and causes of action, whether in contract, tort, or otherwise, against the other arising out of or related to this Agreement in accordance with the requirements of the method of binding dispute resolution selected in this Agreement within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. Owner’s causes of action





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pertaining to the architect’s acts or failures to act shall be deemed to have accrued, and the applicable statutes of limitations shall commence to run, on the date of Substantial Completion or upon the Owner’s discovery of the acts, omissions, events, or circumstances giving rise to the cause of action, whichever occurs later.

§ 8.1.2

To the extent damages are covered by property insurance, the Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A201–2007, General

Conditions of the Contract for Construction, as modified. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein.

§ 8.2 MEDIATION

§ 8.2.1

Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien arising out of the Architect’s services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution.

§ 8.2.2

The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation which, unless the parties mutually agree otherwise, shall be administered by the American

Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to the Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration proceeding is stayed pursuant to this section, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings.

§ 8.2.3

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

§ 8.2.4

If the parties do not resolve a dispute through mediation pursuant to this Section 8.2, the method of binding dispute resolution shall be the following:

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

[

« »

] Arbitration pursuant to Section 8.3 of this Agreement

[

« »

] Litigation in a court of competent jurisdiction

[

« X »

] Owner may elect to either arbitrate or litigate its disputes with the Architect; and that election may take place at any time, including after the circumstances or facts giving rise to the dispute or claim come into being. Unless otherwise agreed by the Owner and Architect at the time of such election, the rules governing mediation or arbitration invoked by the Owner shall be the Construction Industry Dispute

Resolution Procedures of the American Arbitration Association (AAA). If the owner elects to litigation, the case shall be brought in the Superior Court of Clayton County. The Architect hereby waives the right to elect the method of dispute resolution and agrees that this waiver is supported by sufficient and appropriate consideration. The Architect also agrees to prepare or modify all Project-related documents used or prepared by the Architect, including but not limited to, Agreements between the Architect and its

Consultants to conform to this section by reflecting this waiver, and by requiring similar waivers by the

Contractor, Subcontractors, and suppliers.

§ 8.3 ARBITRATION

§ 8.3.1

If the Owner selects arbitration as the method for binding dispute resolution in this Agreement, any claim, dispute or other matter in question arising out of or related to this Agreement subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree otherwise, shall be administered by





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the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of this Agreement. A demand for arbitration shall be made in writing, delivered to the other party to this

Agreement, and filed with the person or entity administering the arbitration.

§ 8.3.1.1

A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the claim, dispute or other matter in question would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the claim, dispute or other matter in question.

§ 8.3.2

The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to this Agreement shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof.

§ 8.3.3

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

§ 8.3.4 CONSOLIDATION OR JOINDER

§ 8.3.4.1

The Architect waives all objections to joinder of the Architect as a party to any Project-related mediation, arbitration, or litigation in which the Owner is joined or is otherwise positioned as a party or in which the Architect’s conduct or its performance of professional services is in any way relevant to the subject of a dispute. The Architect also agree to prepare or modify all documents used or prepared by the Architect, including, but not limited to, agreements between the Architect and its Consultants, agreements between the Owner and other parties (including, without limitation, the Contract for Construction), and any General and Supplemental Conditions for Construction for this Project, to reflect this waiver.

ARTICLE 9 TERMINATION OR SUSPENSION

§ 9.1

If the Owner fails to make payments to the Architect that are otherwise due hereunder for at least sixty (60) days, the Architect shall give the Owner thirty (30) days’ advance written notice of its intention to suspend Services.

If the Owner pays or justifies its lack of payment within thirty days after receiving the Architect’s notice, then

Services may not be suspended. If the Owner fails either to pay or justify its lack of payment within thirty days after receiving the Architect’s notice, Architect may

§ 9.1.1

Give notice of suspension and suspend the Services five (5) days thereafter;

§ 9.1.2

Give notice of its intention to terminate this Agreement, and in that event, if the Owner pays or justifies its lack of payment within thirty days after receiving such notice, then the Architect may terminate this Agreement by giving not less than seven days’ written notice; or

§ 9.1.3

Suspend Services in accordance with Subparagraph 9.1.1 and then terminate this Agreement pursuant to Subparagraph 9.1.2.

§ 9.2

The procedures set forth in Section 9.1 shall be the Architect’s sole and exclusive remedies in the event of nonpayment. The Architect is not otherwise entitled to suspend the Services or terminate this Agreement, and Services shall be performed continually and expeditiously, including during the pendency of disputes except in the event that the Architect has properly invoked the foregoing procedures.

§ 9.3

The Owner may terminate this Agreement upon not less than seven days’ written notice to the Architect for the

Owner’s convenience and without cause. In that event, the Architect shall be compensated for services performed prior to termination, together with expenses directly attributable to termination for which the Architect is not otherwise compensated but excluding compensation for or anticipated profit on the value of the services not performed.

§ 9.4

The Owner may terminate the Agreement for cause if the Architect fails to fulfill the obligations required of it under this Agreement after giving the Architect seven (7) days’ written notice. In that event, the Owner may use the

Architect’s instruments of service to complete the Project, engage the services of the Architect’s consultants, and obtain Services by whatever reasonable method the Owner may deem expedient. The Architect shall not be entitled





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to receive further payment until the Work is completed. If the unpaid balance of the Architect’s compensation as provided in Article 11 exceeds costs of finishing the Services and all damages suffered, incurred or sustained by the

Owner by reason of any default or breach by the Architect which the Owner would be entitled to recover under applicable law, such excess shall be paid to the Architect. If the sum of the costs of finishing the Services and all damages suffered, incurred or sustained by the Owner by reason of any default or breach by the Architect which the

Owner would be entitled to recover under applicable law exceed the unpaid balance of the Architect’s compensation as provided in Article 11, the Architect shall pay the difference to the Owner. This obligation for payment shall survive termination of the Contract. The costs of finishing the Services shall include, without limitation, all reasonable attorneys’ fees, additional title costs, insurance, additional interest because of any delay in completing the Work, and all other direct and indirect and consequential costs incurred by the Owner by reason of the termination of the Agreement.

ARTICLE 10 MISCELLANEOUS PROVISIONS

§ 10.1

This Agreement shall be governed by the law of the State of Georgia. Jurisdiction and venue for any litigation arising out of this Agreement shall lie exclusively in the Superior Court of Clayton County, Georgia, except that if the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 8.3.

§ 10.2

Terms in this Agreement shall have the same meaning as those in AIA Document A201–2007, General

Conditions of the Contract for Construction, as amended for the Project.

§ 10.3

The Owner and Architect, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner’s rights and obligations under this Agreement.

§ 10.4

If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 7 days prior to the requested dates of execution. If the Owner requests the Architect to execute consents reasonably required to facilitate assignment to a lender, the Architect shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the

Architect for review at least 7 days prior to execution. The Architect shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of this Agreement.

§ 10.5

Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. The Architect shall provide the Owner with copies of its agreements with its Consultants within thirty (30) days after execution of said agreements, unless otherwise required sooner by law. Should the Owner terminate this Agreement with the Architect, the Architect shall, upon Owner’s request, use reasonable efforts to obtain assignment of the Consultant’s agreement(s) with the Architect.

Notwithstanding such assignment, Owner has and shall have no obligation to pay any Consultant any amounts whatsoever on this Project, except prospective fees expressly agreed to by the Owner after Owner’s acceptance of assignment of the Consultant’s agreement.

§ 10.6

Unless otherwise required in this Agreement, the Architect shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site unless the hazardous materials or toxic substances were brought to the Project pursuant to the terms of the Contract Documents. Should the Architect become aware of the presence of hazardous materials or toxic substances on the Project site, it shall immediately report that presence to the Owner in writing.

§ 10.7

If the Architect or Owner receives information specifically designated by the other party as “confidential” or

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

ARTICLE 11 COMPENSATION

§ 11.1

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

(Insert amount of, or basis for, compensation.)





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Schematic Design Phase (SD)

Design Development Phase (DD)

Construction Documents Phase (CD)

Fifteen percent ( 15 %)

Twenty Five percent ( 25 %)

Thirty Five percent ( 35 %)

Construction Phase (CA)

Closeout Phase (CO)

Total Basic Compensation

Architectural Design

SD

Twenty

Five percent ( percent (

20 %)

5 %)

One Hundred percent ( 100 %)

DD CD CA CO

$_________ $__________ $__________ $__________ $_________

Civil and Landscape Design

Structural Design

$_________ $__________ $__________ $__________ $________

$__________$_______ __ $__________ $__________ $_________

Mech., Plumbing, and Electrical Design $__________$_______ __ $__________ $__________ $_________

FF&E Design

Other Design

______________

______________

______________

$__________$_______ __ $__________ $__________ $_________

$__________$_______ __ $__________ $__________ $_________

$__________$_______ __ $__________ $__________ $_________

$__________$_______ __ $__________ $__________ $_________

$__________$_______ __ $__________ $__________ $_________

Construction Phase Services (all) $__________$_______ __ $__________ $__________ $_________

§ 11.2

For Additional Services that may arise during the course of the Project, including those under Section 4.3, the

Owner shall compensate the Architect as follows:

(Insert amount of, or basis for, compensation.)

See Exhibit E.

§ 11.4

Compensation for Additional Services of the Architect’s consultants when not included in Section 11.2 or

11.3, shall be the amount invoiced to the Architect plus ten percent ( 10 %). Architect shall be entitled to no other mark-up or fee for Additional Services performed by its consultants

§ 11.5

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

:

Schematic Design Phase

Design Development Phase

Construction Documents Phase

Construction Phase

Fifteen percent ( 15 %)

Twenty Five percent ( 25 %)

Thirty Five percent ( 35 %)

Twenty percent ( 20 %)

Closeout Phase Five percent ( 5 %)

Total Basic Compensation One Hundred percent ( 100 %)

§ 11.6

When compensation is based on a percentage of the Cost of the Work and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 11.5 based on (1) the lowest bona fide bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent estimate of the Cost of the Work for such portions of the Project. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced.

§ 11.7

The hourly billing rates for services of the Architect and the Architect’s consultants, if any, are set forth below. The rates shall be in effect for the duration of the project, unless noted otherwise.

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

See Exhibit F.

Employee or Category Rate

§ 11.8 COMPENSATION FOR REIMBURSABLE EXPENSES

§ 11.8.1

All Reimbursable Expenses are included in Basic and Additional Services, with the following exceptions:

-

3 D physical models with sufficient detail for presentation, made of plastic or other materials, that may be requested by the Owner and not otherwise required to complete the basic services or communicate the basic





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design (note that this exclusion specifically does NOT apply to 3D digital models and resulting output required as part of basic services).

-

Professional renderings such as photorealistic or professional watercolor renderings, suitable for framing, that may be requested by the Owner and not otherwise required to complete the basic services (Note that this exclusion specially does NOT apply to Sketch Up type models, or computer generated isometric drawings; such images shall not be considered professional renderings and are not reimbursable).

-

Travel outside of Clayton County in connection with the Project for the purpose of visiting other facilities, if such travel is approved in advance by the County.

Local mileage to and from Project Site is not reimbursable expense.

§ 11.9 COMPENSATION FOR USE OF ARCHITECT’S INSTRUMENTS OF SERVICE

If the Owner terminates the Architect for its convenience under Section 9.3, or the Architect terminates this

Agreement under Section 9.1, the Architect shall not be entitled to any compensation for the Owner’s continued use of the Architect’s Instruments of Service.

§ 11.10 PAYMENTS TO THE ARCHITECT

§ 11.10.2

Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed.

Payments are due and payable upon presentation of the Architect’s invoice. In no event shall Architect be entitled to interest for late payments.

§ 11.10.3

Architect shall submit to the Owner records of Reimbursable Expenses, expenses pertaining to Additional

Services, and services performed on the basis of hourly rates, with receipts to substantiate requested amounts.

ARTICLE 12 SPECIAL TERMS AND CONDITIONS

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

§12.1

On no less than a monthly basis, Architect shall provide the Owner a copy of all contracts, subcontracts and agreements it enters with third parties, as well as invoices from consultants.

§12.2

The Architect shall execute an affidavit attesting to compliance with the requirements of federal and state immigration laws and regulations. Further, the Architect shall provide the Owner a list, updated monthly, of the names and addresses of all consultants, employees, contractors, agents, subcontractors, and sub-consultants working on the Project, and shall also cause all subcontractors and third parties and other parties with which it enters into agreements relating to the Project to submit such a list of the names and addresses of all consultants, employees, contractors, agents, subcontractors , and sub-consultants working on the Project.

§12.3

The Architect shall complete and submit to the Owner all affidavits and other documentation necessary for the

Owner’s compliance with OCGA 50-36-1 (Verification of Lawful Presence Within United States via federal SAVE program) and OCGA 13-10-90, et. seq. (Security and Immigration Compliance), and any other laws hereafter enacted and relating to verification of employment eligibility.

§ 12.4 INDEMNIFICATION

§ 12.4.1

To the fullest extent permitted by law, the Architect shall indemnify and hold harmless the Owner, Owner’s agents, employees, officers and elected officials, as well as the Project Manager (the “indemnitees”), from and against claims and damages, losses and expenses, including but not limited to reasonable attorney’s fees, arising out of or resulting from any and all services provided by Architect under this Contract and all addenda, modifications, exhibits or other material incorporated by reference herein, including without limitation any such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property, including loss of use resulting therefrom, loss of wages, workers’ compensation benefits, and automobile and vehicle operations claims, but only to the extent caused by the negligent acts of omissions of the Architect, a subcontractor of the Architect, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Section. Notwithstanding anything herein to the contrary, Architect’s obligation to indemnify shall include all claims arising out of Architect’s reliance upon documents, reports, studies, plans, surveys, and any and all other documents provided by Owner or its agents.

§ 12.4.2

If any employee of the Architect, a subcontractor of the Architect, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable, brings a claim against any person or entity entitled to be





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indemnified under this Section 12.4, the Architect’s indemnification obligation under Section 12.4.1 shall not be limited by the amount or type of damages, compensation or benefits payable under workers’ compensation laws, disability benefit laws or other employee benefit laws.

§ 12.4.3

Subject to the limitations set forth in § 12.4.1, the Architect’s indemnity obligations under this Section shall also specifically include, without limitation, all fines, penalties, damages, liability, costs, expenses (including, without limitation, reasonable attorneys’ fees), and punitive damages (if any) arising out of, or in connection with, any (i) violation of or failure to comply with any law, statute, ordinance, rule, regulation, code, or requirement of a public authority that bears upon the performance of the services provided by the Architect under this Contract, a subcontractor of the Architect, or any person or entity for whom either is responsible, and (ii) means, methods, procedures, techniques, or sequences or execution or performance of the services of the Architect under this

Contract.

§ 12.4.4

The Architect shall indemnify and hold harmless all of the indemnitees from and against any costs and expenses (including reasonable attorneys’ fees) incurred by any of the indemnitees in enforcing any of the

Architect’s defense, indemnity, and hold harmless obligations under this Contract.

§ 12.5 GENERAL CONDITIONS OF CONTRACT FOR CONSTRUCTION.

Architect and Owner understand and agree that the AIA Document A201-2007 General Conditions of the Contract for Construction may be negotiated and executed with the selected Contractor for this Project, and it may be necessary to modify the AIA Document A201-2007 General Conditions of the Contract for Construction incorporated into this Agreement to harmonize the same with the terms of the General Conditions document agreed to by the Contractor. Architect and Owner agree to negotiate in good faith any changes and modifications necessary to the AIA Document A201-2007 General Conditions of the Contract for Construction so that no additional compensation is necessary.

§12.6

The Owner and its officers, officials, and employees, and Project Manager shall be named as additional insured’s on the Architects commercial general liability, automobile liability and umbrella liability coverages. This coverage shall contain no special limitations on scope of protection afforded to the additional insureds. Architect shall verify that all consultants are adequately insured. Owner considers the insurance specified in this contract as adequate insurance; however, Owner may consider Architect’s request for reduction in requirements as to a particular consultant. Requests for reduction shall not be granted except in writing signed by an authorized representative of the Owner.

§ 12.7 VERIFICATION OF WORK AUTHORIZATION AND IMMIGRATION STATUS

§ 12.7.1

The Architect certifies that it is in compliance with, and will continue to comply, with the requirements of

Section 274A of the Immigration Reform and Control Act of 1986 (8 U.S.C. §1324a) and any applicable state or local laws with respect to the hiring, recruiting, or referral for employment of employees in the United States.

§ 12.7.2

The Architect shall require each and every consultant and subconsultant employed on the Project to certify, before it begins any work on the Project, that it is in compliance, and will continue to comply with the requirements of Section 274A of the Immigration Reform and Control Act of 1986 (8 U.S.C. § 1324a) and any applicable state or local laws with request to the hiring, recruiting, or referral for employment of employees in the United States. The

Architect, on behalf of itself and all consultants and subconsultants, shall deliver copies of these certificates to the

Owner. The Architect’s failure to deliver these certificates shall be considered a default under this Agreement.

§ 12.7.3

Without limiting the generality of the foregoing, Architect shall fully comply and shall require that all subconsultants of any tier performing Work on the Project to fully comply with O.C.G.A. 13-10-91, and shall, among other documents, provide the Owner each affidavit or other submission required pursuant to Sections 300-

10-1 of the regulations of the Georgia Department of Labor.

§ 12.7.4

To the fullest extent permitted by law, the Architect shall indemnify, defend, and hold harmless the Owner,

Project Manager, Construction Manager, and consultants, agents and employees of each of them from and against claims, damages, fines, penalties, punitive damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from the failure by the Architect, a consultant or subconsultant, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, to comply with any applicable contractual provision, statute, regulation, ordinance, or other legal requirement governing the eligibility of any person work in





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the United States, the verification or reporting of such eligibility, or otherwise governing the hiring, recruiting, or referral for employment of employees in the United States.

§ 12.8 NON-DISCRIMINATION

§ 12.8.1

As a condition of this Agreement, the Architect hereby covenants that it will take all reasonable actions to determine that, in connection with any services under this Agreement, it and its consultants and subconsultants will not discriminate in the treatment or employment of any individual or group of individuals on the grounds of race, color, religion, national origin, age, sex, sexual preference, or physical handicap unrelated to job performance, either directly indirectly, or through contractual or other arrangements. In this regard, the Architect shall keep, retain, and safeguard all records relating to this Agreement or services performed hereunder for a minimum of three (3) years after the Completion of the Project, and shall provide full access to such records upon request by the authorized representatives of the Owner. Notwithstanding any other provision of this Agreement, the Architect hereby covenants and agrees, for itself and its affiliates, successors , and assigns, that during the performance of this

Agreement no person on the grounds of race, color, religion, national origin, age, sex, sexual preference, or physical handicap unrelated to job performance shall be excluded from participation in the Services, denied the benefits of this Agreement, or otherwise be subjected to discrimination.

§ 12.9 CONFIDENTIALITY

The Architect’s reports, evaluations, designs, drawings, data, and all other documentation and services developed by the Architect hereunder shall be kept confidential and shall not be disclosed to any third party lacking an absolute “need-to-know” (such as consultants and code building authorities) without the prior written consent and approval of the Board of Commissioners.

ARTICLE 13 SCOPE OF THE AGREEMENT

§ 13.1

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

§ 13.2

This Agreement is comprised of the following documents listed below:

.1

Modified AIA Document B101™–2007, Standard Form Agreement between Owner and Architect

.2

Other documents:

(List other documents, if any, including Exhibit A, Initial Information, and additional scopes of service, if any, forming part of the Agreement.)

Exhibit A Programming requirements prepared by Chinn Planning (the “Program”)

Exhibit B Modified AIA Document A133™–2009

Exhibit C Modified AIA Document A201™–2007

Exhibit D Description and basis of compensation for Additional Services

Exhibit E Schedule of hourly rates

This Agreement entered into as of the day and year first written above.

OWNER ARCHITECT

(Signature)

« »« »

(Printed name and title)

(Signature)

« »« »

(Printed name and title)





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Standard Form of Agreement Between Owner and Architect

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