standard form of agreement between owner and architect · architect's failure to design within...

AIA®

Document B101TM – 2017

Standard Form of Agreement Between Owner and Architect

AIA Document B101™ – 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved.

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User Notes: (1968590899)

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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)

The Administrators of the Tulane Educational Fund

6823 St. Charles Avenue

New Orleans, LA 70118

« »

and the Architect:

(Name, legal status, address and other information)

« »« »

« »

« »

« »

for the following Project:

(Name, location and detailed description)

« »

« »

« »

The Owner and Architect agree as follows.






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TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT’S RESPONSIBILITIES 3 SCOPE OF ARCHITECT’S BASIC SERVICES 4 SUPPLEMENTAL AND ADDITIONAL SERVICES 5 OWNER’S RESPONSIBILITIES 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT

ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Section 1.1, or otherwise provided by

Owner to Architect.

(For each item in this section, insert the information or a statement such as “not applicable” or “unknown at time

of execution.”)

§ 1.1.1 The Owner’s program for the Project:

(Insert the Owner’s program, identify documentation that establishes the Owner’s program, or state the manner in

which the program will be developed.)

« »

§ 1.1.2 The Project’s physical characteristics:

(Identify or describe pertinent information about the Project’s physical characteristics, such as size; location;

dimensions; geotechnical reports; site boundaries; topographic surveys; traffic and utility studies; availability of

public and private utilities and services; legal description of the site, etc.)

« »

§ 1.1.3 The Owner’s budget for the Cost of the Work, as defined in Section 6.1:

(Provide total and, if known, a line item breakdown.)

« »

§ 1.1.4 The Owner’s anticipated design and construction milestone dates:

.1 Design phase milestone dates, if any:






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« »

.2 Construction commencement date:

« »

.3 Substantial Completion date or dates:

« »

.4 Other milestone dates:

« »

§ 1.1.5 The Owner intends the following procurement and delivery method for the Project:

(Identify method such as competitive bid or negotiated contract, as well as any requirements for accelerated or fast-

track design and construction, multiple bid packages, or phased construction.)

« »

§ 1.1.6 The Owner’s anticipated Sustainable Objective for the Project:

(Identify and describe the Owner’s Sustainable Objective for the Project, if any.)

« »

§ 1.1.6.1 If the Owner identifies a Sustainable Objective, the Owner and Architect may complete and incorporate

AIA Document E204™–2017, Sustainable Projects Exhibit, into this Agreement to define the terms, conditions and

services related to the Owner’s Sustainable Objective. If E204–2017 is incorporated into this agreement, the Owner

and Architect may incorporate the completed E204–2017 into the agreements with the consultants and contractors

performing services or Work in any way associated with the Sustainable Objective.

§ 1.1.7 The Owner identifies the following representative in accordance with Section 5.3:

(List name, address, and other contact information.)

« »

« »

« »

« »

« »

« »

§ 1.1.8 The persons or entities, in addition to the Owner’s representative, who are required to review the Architect’s

submittals to the Owner are as follows:


« »

§ 1.1.9 The Owner shall retain the following consultants and contractors:

(List name, legal status, address, and other contact information.)

.1 Geotechnical Engineer:

« »« »

« »






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« »

« »

« »

.2 Civil Engineer:

« »« »

« »

« »

« »

« »

.3 Other, if any:

(List any other consultants and contractors retained by the Owner.)

« »

§ 1.1.10 The Architect identifies the following representative in accordance with Section 2.3:


« »

« »

« »

« »

« »

« »

§ 1.1.11 The Architect shall retain the consultants identified in Sections 1.1.11.1 and 1.1.11.2:

(List name, legal status, address, and other contact information.)

§ 1.1.11.1 Consultants retained under Basic Services:

.1 Structural Engineer:

« »« »

« »

« »

« »

« »

.2 Mechanical Engineer:

« »« »

« »

« »

« »

« »

.3 Electrical Engineer:

« »« »

« »

« »

« »

« »

§ 1.1.11.2 Consultants retained under Supplemental Services:






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« »

§ 1.1.12 Other Initial Information on which the Agreement is based:

« »

§ 1.2 The Owner and Architect may rely on the Initial Information. Both parties, however, recognize that the Initial

Information may materially change and, in that event, the Owner and the Architect shall appropriately adjust the

Architect’s services, schedule for the Architect’s services, and the Architect’s compensation, except that, under no

circumstances shall Architect be entitled to additional compensation associated with changes that relate to or arise

from the fault of Architect, its consultants, or anyone for whom they are responsible, or cost increases related to the

Architect's failure to design within the Owner's budget.

§ 1.3 The parties may agree upon protocols governing the transmission and use of Instruments of Service or any

other information or documentation in digital form. The parties may use AIA Document E203™–2013, Building

Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission,

and exchange of digital data.

§ 1.3.1 Not used.

ARTICLE 2 ARCHITECT’S RESPONSIBILITIES § 2.1 The Architect shall provide professional services as set forth in this Agreement. The Architect represents that it

is properly licensed in the jurisdiction where the Project is located to provide the services required by this

Agreement, or shall cause such services to be performed by appropriately licensed design professionals.

§ 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.

§ 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 written consent, the Architect shall not engage in any activity, or

accept any employment, interest or contribution that would reasonably appear to compromise the Architect’s

professional judgment with respect to this Project.

§ 2.5 The Architect shall maintain the insurance coverages and minimum coverage limits as provided in Tulane’s

Insurance Requirements for Design Professionals, attached hereto as Exhibit “A” and incorporated herein, at no

additional expense to Owner. The coverages and limits required by Exhibit “A” shall be maintained by the

Architect for the duration of the Architect’s services under this Agreement and for five years following Substantial

Completion of the Project, unless a longer time is specified in Exhibit “A.”

ARTICLE 3 SCOPE OF ARCHITECT’S BASIC SERVICES § 3.1 The Architect’s Basic Services consist of those described in this Article 3 and include usual and customary

civil, structural, mechanical, and electrical engineering services, and other services required to perform the Project

scope. Services not set forth in this Article 3 are Supplemental or Additional Services, to the extent approved as such

in advance and in writing by Owner.

§ 3.1.1 The Architect shall manage the Architect’s services, research applicable design criteria, attend Project

meetings, communicate with members of the Project team, and report progress to the Owner.

§ 3.1.2 The Architect shall coordinate its services with those services provided by the Owner and the Owner’s

consultants. The Architect shall be entitled to rely on, and shall not be responsible for, the accuracy, completeness,






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and timeliness of, services and information furnished by the Owner and the Owner’s consultants, unless such

services or information is obviously inaccurate or incomplete or unless the Architect is informed that such services

or information may be inaccurate or incomplete. The Architect shall provide prompt written notice to the Owner if

the Architect becomes aware of any error, omission, or inconsistency in such services or information.

§ 3.1.3 As soon as practicable after the date of this Agreement, the Architect shall submit for the Owner’s approval a

schedule for the performance of the Architect’s services. The schedule initially shall include anticipated dates for the

commencement of construction and for Substantial Completion of the Work as set forth in the Initial Information.

The schedule shall include allowances for periods of time required for the Owner’s review, for the performance of

the Owner’s consultants, and for approval of submissions by authorities having jurisdiction over the Project. Once

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

by the Architect or Owner. 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 or given without the

Architect’s written approval.

§ 3.1.5 The Architect shall contact governmental authorities required to approve the Construction Documents and

entities providing utility services to the Project. The Architect shall respond to applicable design requirements

imposed by those authorities and entities. The Architect shall, as part of Basic Services, attend and provide

information, documents and presentations at any public or other meetings and/or hearings associated with the

Project.

§ 3.1.6 The Architect shall prepare and file on behalf of the Owner documents required for the approval of

governmental authorities having jurisdiction over the Project.

§ 3.2 Schematic Design Phase Services § 3.2.1 The Architect shall review the program and other information furnished by the Owner, and shall review

laws, codes, and regulations applicable to the Architect’s services.

§ 3.2.2 The Architect shall prepare a preliminary evaluation of the Owner’s program, schedule, budget for the Cost

of the Work, Project site, the proposed procurement and 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 of (1) any

inconsistencies discovered in the information, and (2) other information or consulting services that may be

reasonably needed for the Project.

§ 3.2.3 The Architect shall present its preliminary evaluation to the Owner and shall discuss with the Owner

alternative approaches to design and construction of the Project. The Architect shall reach an understanding with the

Owner regarding the requirements of the Project.

§ 3.2.4 Based on the Project requirements agreed upon with the Owner, the Architect shall prepare and present, for

the Owner’s approval, a preliminary design illustrating the scale and relationship of the Project components.

§ 3.2.5 Based on the Owner’s approval of the preliminary design, the Architect shall prepare Schematic Design

Documents for the Owner’s approval. The Schematic Design Documents shall consist of drawings and other

documents including a site plan, if appropriate, and preliminary building plans, sections and elevations; and may

include some combination of study models, perspective sketches, or digital representations. Preliminary selections

of major building systems and construction materials shall be noted on the drawings or described in writing.

§ 3.2.5.1 The Architect shall consider sustainable 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 more

advanced sustainable design services as a Supplemental Service under Section 4.1.1.






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§ 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 The Architect shall submit to the Owner an estimate of the Cost of the Work prepared in accordance with

Section 6.3.

§ 3.2.7 The Architect shall submit the Schematic Design Documents to the Owner, and request the Owner’s

approval.

§ 3.3 Design Development Phase Services § 3.3.1 Based on the Owner’s approval of the Schematic Design Documents, and on the Owner’s authorization of

any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare

Design Development Documents for 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, sections, 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, and other appropriate elements. The Design Development Documents shall also include outline

specifications that identify major materials and systems and establish, in general, their quality levels.

§ 3.3.2 The Architect shall update the estimate of the Cost of the Work prepared in accordance with Section 6.3.

§ 3.3.3 The Architect shall submit the Design Development Documents to the Owner, advise the Owner of any

adjustments to the estimate of the Cost of the Work, and request the Owner’s approval.

§ 3.4 Construction Documents Phase Services § 3.4.1 Based on the Owner’s approval of the Design Development Documents, and on the Owner’s authorization of

any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare

Construction Documents for the Owner’s approval. 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 and performance criteria of materials and systems and other

requirements for the construction of the Work. The Contractor may 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.

§ 3.4.1.1 As produced and upon completion of all Construction Documents, the Architect shall deliver to the Owner

copies of the plans in AUTOCAD electronic form and specifications in Microsoft Word electronic form. The

AUTOCAD documents shall be updated throughout the Project as changes or modifications in the design deemed

necessary by the Architect are made or inconsistencies in the drawings, plans and specifications are corrected. If

requested by the Owner, the Architect shall provide copies of the interim updated AUTOCAD plans and Microsoft

Word specifications to the Owner. The Architect shall include a requirement in the contract specifications

stipulating that all participants in the process (contractors, subcontractors and suppliers) are to provide all "as built

plans," including any and all changes, to the Architect. Upon completion of all construction, the Architect shall

transcribe the "as built plans" into AUTOCAD electronic form and deliver to the Owner the final, updated plans in

the same manner as bid documents were previously delivered and a coordinated compilation of shop drawings and

as-builts that were developed by the Contractor and furnished to the Architect together with the AUTOCAD

transcription of those as builts. The foregoing shall be performed as part of the Architect’s Basic Services.

§ 3.4.2 The Architect shall incorporate the design requirements of governmental authorities having jurisdiction over

the Project into the Construction Documents.

§ 3.4.3 During the development of the Construction Documents, the Architect shall assist the Owner in the

development and preparation of (1) bidding and procurement information that describes the time, place, and

conditions of bidding, including bidding or proposal forms; (2) the form of agreement between the Owner and

Contractor; and (3) the Conditions of the Contract for Construction (General, Supplementary and other Conditions).






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The Architect shall also compile a project manual that includes the Conditions of the Contract for Construction and

Specifications, and may include bidding requirements and sample forms.

The Architect recognizes that Owner has prepared and will utilize a modified AIA construction agreement to be

executed between Owner and Contractor on this Project. A copy of that modified agreement is available to

Architect upon request. Architect agrees that it will review Owner’s modified AIA construction agreement in

conjunction with its preparation of the Construction Documents, and that Architect’s Construction Documents,

including but not limited to any supplementary conditions prepared by Architect, shall not conflict with or alter the

provisions of Owner’s modified AIA construction agreement.

§ 3.4.4 The Architect shall update the estimate for the Cost of the Work prepared in accordance with Section 6.3.

§ 3.4.5 The Architect shall submit the Construction Documents to the Owner, advise the Owner of any adjustments

to the estimate of the Cost of the Work, take any action required under Section 6.5, and request the Owner’s

approval.

§ 3.5 Procurement Phase Services § 3.5.1 General The Architect shall assist the Owner in establishing a list of prospective contractors. Following the Owner’s

approval of the Construction Documents, the Architect shall assist the Owner in (1) obtaining either competitive

bids or negotiated proposals; (2) confirming responsiveness of bids or proposals; (3) determining the successful bid

or proposal, if any; and, (4) awarding and preparing contracts for construction.

§ 3.5.2 Competitive Bidding § 3.5.2.1 Bidding Documents shall consist of bidding requirements and proposed Contract Documents.

§ 3.5.2.2 The Architect shall assist the Owner in bidding the Project by:

.1 facilitating the distribution of Bidding Documents to prospective bidders;

.2 organizing and conducting a pre-bid conference for prospective bidders;

.3 preparing responses to questions from prospective bidders and providing clarifications and

interpretations of the Bidding Documents to the prospective bidders in the form of addenda; and,

.4 organizing and conducting the opening of the bids, and subsequently documenting and distributing

the bidding results, as directed by the Owner.

§ 3.5.2.3 If the Bidding Documents permit substitutions, upon the Owner’s written authorization, the Architect shall

consider requests for substitutions and prepare and distribute addenda identifying approved substitutions to all

prospective bidders.

§ 3.5.3 Negotiated Proposals § 3.5.3.1 Proposal Documents shall consist of proposal requirements and proposed Contract Documents.

§ 3.5.3.2 The Architect shall assist the Owner in obtaining proposals by:

.1 facilitating the distribution of Proposal Documents for distribution to prospective contractors and

requesting their return upon completion of the negotiation process;

.2 organizing and participating in selection interviews with prospective contractors;

.3 preparing responses to questions from prospective contractors and providing clarifications and

interpretations of the Proposal Documents to the prospective contractors in the form of addenda; and,

.4 participating in negotiations with prospective contractors, and subsequently preparing a summary

report of the negotiation results, as directed by the Owner.

§ 3.5.3.3 If the Proposal Documents permit substitutions, upon the Owner’s written authorization, the Architect shall

consider requests for substitutions and prepare and distribute addenda identifying approved substitutions to all

prospective contractors.






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§ 3.6 Construction Phase Services § 3.6.1 General § 3.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set

forth below and in AIA Document A201™–2017, General Conditions of the Contract for Construction, as modified

for use on this Project, or if Owner executes an AIA Document A104-2017 with Contractor on this Project, then that

agreement, as modified for use on this Project.

§ 3.6.1.2 The Architect shall advise and consult with the Owner 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 Except as provided in Section 3.6.6.5, the Architect’s responsibility to provide Construction Phase

Services commences with the award of the Contract for Construction and terminates upon the Contractor’s

satisfactory completion of all Work, including the punch list and the Architect's subsequent issuance of the final

Certificate for Payment that is acceptable to Owner.

§ 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 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. Site visits during the construction phase

shall occur at least once a week by Architect during active construction. On the basis of the site visits, the Architect

shall keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and

promptly report to the Owner (1) known deviations from the Contract Documents, (2) known deviations from the

most recent construction schedule submitted by the Contractor, and (3) defects and deficiencies observed in the

Work.

§ 3.6.2.2 The Architect has the authority, unless given contrary instructions by Owner, to reject Work that does not

conform to the Contract Documents. 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 the 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, suppliers, their agents or employees, or

other persons or entities performing portions of the Work.

§ 3.6.2.3 The Architect shall interpret and decide matters concerning performance under, and requirements of, the

Contract Documents on written request of the Owner. 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. When making such

interpretations and decisions, the Architect shall endeavor to secure faithful performance by both Owner and

Contractor, shall not show partiality to either, and shall not be liable for results of interpretations or decisions

rendered in accordance with the applicable standard of care. The Architect’s decisions on matters relating to

aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents.

§ 3.6.2.5 Unless the Owner and Contractor designate another person to serve as an Initial Decision Maker, as that

term is defined in AIA Document A201–2017, the Architect shall render initial decisions on Claims between the

Owner and Contractor, when requested by Owner.






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§ 3.6.3 Certificates for Payment to Contractor § 3.6.3.1 The Architect shall review and 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 to (1) an evaluation of the Work for conformance with the Contract

Documents upon Substantial Completion, (2) results of subsequent tests and inspections, (3) correction of minor

deviations from the Contract Documents prior to completion, and (4) 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 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 of the schedule. 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 such reasonable

promptness as to cause no delay in the work or activities of the Owner, Contractor or separate contractors, while

allowing sufficient time, in the Architect’s professional judgment, to permit adequate review.

§ 3.6.4.2 The Architect 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 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 and take

appropriate action on Shop Drawings and other submittals related to the Work designed or certified by the

Contractor’s design professional, provided the submittals bear such professional’s seal and signature when

submitted to the Architect. The Architect’s review shall be for the limited purpose of checking for conformance with

information given and the design concept expressed in the Contract Documents. The Architect shall be entitled to

rely upon, and shall not be responsible for, the adequacy and accuracy of the services, certifications, and approvals

performed or provided by such design professionals unless such services, certifications, and approvals are obviously

defective, deficient or incomplete, or unless Architect is informed that such services, certifications, and approvals

may be defective, deficient or incomplete.

§ 3.6.4.4 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 with such reasonable promptness

as to cause no delay in the Work or activities of the Owner, Contractor or separate contractors. If appropriate, the

Architect shall prepare and issue supplemental Drawings and Specifications in response to the requests for

information.






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§ 3.6.4.5 The Architect shall maintain a 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 order minor changes in the Work that are consistent with the intent of the Contract

Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. Subject to

Section 4.2, the Architect shall prepare Change Orders and Construction Change Directives for the Owner’s

approval and execution in accordance with the Contract Documents.

§ 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 shall:

.1 conduct inspections to recommend the date or dates of Substantial Completion and the date of final

completion;

.2 issue Certificates of Substantial Completion;

.3 forward to the Owner, for the Owner’s review and records, written warranties and related documents

required by the Contract Documents and received from the Contractor; and,

.4 upon written approval of Owner, issue a final Certificate for Payment based upon a final inspection

indicating that the Work complies with the requirements of the Contract Documents.

§ 3.6.6.2 The Architect’s inspections shall be conducted with the Owner to check conformance of the Work with the

requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the

Contractor of Work to be completed or corrected.

§ 3.6.6.3 When Substantial Completion has been achieved, the Architect shall inform the Owner about the balance

of the Contract Sum remaining to be paid the Contractor, including a recommended amount to be retained from the

Contract Sum for retainage, final completion or correction of the Work, punch list, damages and unsettled claims.

§ 3.6.6.4 The Architect shall forward to the Owner 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, and prior to the expiration of one year from the date of Substantial

Completion, the Architect shall, without additional compensation, conduct a meeting with the Owner to review the

facility operations and performance.

ARTICLE 4 SUPPLEMENTAL AND ADDITIONAL SERVICES § 4.1 Supplemental Services § 4.1.1 Except as otherwise provided below, the services listed below are not included in Basic Services but may be

required for the Project. The Architect shall provide the listed Supplemental Services only if specifically designated

in the table below as the Architect’s responsibility, and the Owner shall compensate the Architect as provided in

Section 11.2, unless such services are designated as Basic Services. Unless otherwise specifically addressed in this

Agreement, if neither the Owner nor the Architect is designated, the parties agree that the listed Supplemental

Service is not being provided for the Project.

(Designate the Architect’s Supplemental Services and the Owner’s Supplemental Services required for the Project

by indicating whether the Architect or Owner shall be responsible for providing the identified Supplemental Service.

Insert a description of the Supplemental Services in Section 4.1.2 below or attach the description of services as an

exhibit to this Agreement.)

Supplemental Services Responsibility (Architect, Owner, or not provided)

§ 4.1.1.1 Programming






User Notes: (1968590899)

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Supplemental Services Responsibility (Architect, Owner, or not provided)

§ 4.1.1.2 Multiple preliminary designs

§ 4.1.1.3 Measured drawings

§ 4.1.1.4 Existing facilities surveys

§ 4.1.1.5 Site evaluation and planning

§ 4.1.1.6 Building Information Model management

responsibilities Architect, as part of Basic Services

§ 4.1.1.7 Development of Building Information Models for

post construction use

§ 4.1.1.8 Civil engineering Architect, as part of Basic Services

§ 4.1.1.9 Landscape design

§ 4.1.1.10 Architectural interior design

§ 4.1.1.11 Value analysis

§ 4.1.1.12 Detailed cost estimating beyond that

required in Section 6.3

§ 4.1.1.13 On-site project representation

§ 4.1.1.14 Conformed documents for construction Architect, as part of Basic Services

§ 4.1.1.15 As-designed record drawings Architect, as part of Basic Services

§ 4.1.1.16 As-constructed record drawings Architect, as part of Basic Services

§ 4.1.1.17 Post-occupancy evaluation

§ 4.1.1.18 Facility support services

§ 4.1.1.19 Tenant-related services

§ 4.1.1.20 Architect’s coordination of the Owner’s

consultants

§ 4.1.1.21 Telecommunications/data design

§ 4.1.1.22 Security evaluation and planning

§ 4.1.1.23 Commissioning

§ 4.1.1.24 Sustainable Project Services pursuant to Section

4.1.3

§ 4.1.1.25 Fast-track design services

§ 4.1.1.26 Multiple bid packages

§ 4.1.1.27 Historic preservation

§ 4.1.1.28 Furniture, furnishings, and equipment design

§ 4.1.1.29 Other services provided by specialty Consultants

§ 4.1.1.30 Other Supplemental Services

§ 4.1.2 Description of Supplemental Services § 4.1.2.1 A description of each Supplemental Service identified in Section 4.1.1 as the Architect’s responsibility is

provided below.

(Describe in detail the Architect’s Supplemental Services identified in Section 4.1.1 or, if set forth in an exhibit,

identify the exhibit. The AIA publishes a number of Standard Form of Architect’s Services documents that can be

included as an exhibit to describe the Architect’s Supplemental Services.)

« »






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§ 4.1.2.2 A description of each Supplemental Service identified in Section 4.1.1 as the Owner’s responsibility is

provided below.

(Describe in detail the Owner’s Supplemental Services identified in Section 4.1.1 or, if set forth in an exhibit,

identify the exhibit.)

« »

§ 4.1.3 If the Owner identified a Sustainable Objective in Article 1, the Architect shall provide, as a Supplemental

Service, the Sustainability Services required in AIA Document E204™–2017, Sustainable Projects Exhibit, attached

to this Agreement. The Owner shall compensate the Architect as provided in Section 11.2.

§ 4.2 Architect’s Additional Services The Architect may provide Additional Services after execution of this Agreement without invalidating the

Agreement. Except for services required due, in whole or in part, to the fault of the Architect, any Additional

Services provided in accordance with this Section 4.2 shall entitle the Architect to compensation pursuant to Section

11.3 and an appropriate adjustment in the Architect’s schedule, provided that Architect seeks and obtains written

approval from the Owner prior to performance of the Additional Services.

§ 4.2.1 Upon recognizing the need to perform Additional Services, the Architect shall notify the Owner in writing

with reasonable promptness (but in any case, before the Additional Services are performed), explain the facts and

circumstances giving rise to the need, and provide an estimate of the cost of such Additional Services. The Architect

shall not proceed to provide Additional Services, including but not limited to the services listed below, until the

Architect receives the Owner’s written authorization:

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

approvals given by the Owner, or a material change in the Project including size, quality, complexity,

the Owner’s schedule or budget for Cost of the Work, or procurement or delivery method. However,

under no circumstances shall Architect be entitled to additional compensation (as Additional Service

or otherwise) associated with changes that relate to or arise from the fault of Architect, its

consultants, or anyone for whom they are responsible, or cost increases related to the Architect's

failure to design within the Owner's budget;

.2 Services necessitated by the reasonably unanticipated enactment or revision of codes, laws, or

regulations, including changing or editing previously prepared Instruments of Service;

.3 Changing or editing previously prepared Instruments of Service necessitated by official

interpretations of applicable codes, laws or regulations that are either (a) contrary to specific

interpretations by the applicable authorities having jurisdiction made prior to the issuance of the

building permit, or (b) contrary to requirements of the Instruments of Service when those Instruments

of Service were prepared in accordance with the applicable standard of care;

.4 Services necessitated by decisions of the Owner not rendered in a timely manner (but only after

Architect provides Owner with written notice of the reasonable date by which such Owner decision is

required) or any other failure of performance on the part of the Owner or the Owner’s consultants or

contractors;

.5 Preparing digital models or other design documentation for transmission to the Owner’s consultants

and contractors, or to other Owner-authorized recipients;

.6 Not used;

.7 Not used;

.8 Preparation for, and attendance at, a dispute resolution proceeding or legal proceeding, except where

the Architect is party thereto or where the quality or sufficiency of Architect’s Instruments of Service

are materially at issue;

.9 Extensive valuation of the qualifications of entities providing bids or proposals;

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

unless such fire or other cause results, in whole or in part, from the negligence or other fault of

Architect;

.11 Extensive assistance to the Initial Decision Maker, if other than the Architect;

.12 Preparing Change Orders and Construction Change Directives that require evaluation of Contractor’s

proposals and supporting data, or the preparation or revision of Instruments of Service;






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14

.13 Evaluating an extensive number of Claims as the Initial Decision Maker, unless Claims relate to

alleged defective Construction Documents or Architect’s or its consultants’ fault; or,

.14 Extensive evaluation of substitutions proposed by the Owner or Contractor and making subsequent

revisions to Instruments of Service resulting therefrom.

§ 4.2.2 Not used. § 4.2.3 The Architect shall provide Construction Phase Services exceeding the limits set forth below as Additional

Services. When the limits below are reached, the Architect shall notify the Owner in writing:

.1 «Two » ( «2 » ) reviews of each Shop Drawing, Product Data item, sample and similar submittals of

the Contractor

.2 Not used

.3 «Two » ( «2 » ) inspections for any portion of the Work to determine whether such portion of the

Work is substantially complete in accordance with the requirements of the Contract Documents

.4 «Two » ( «2 » ) inspections for any portion of the Work to determine final completion.

§ 4.2.4 Except for services required under Section 3.6.6.5 and those services that do not exceed the limits set forth in

Section 4.2.3, Construction Phase Services provided more than 90 days after the date of Substantial Completion of

the Work shall be compensated as Additional Services to the extent the Architect incurs additional cost in providing

those Construction Phase Services, unless Contractor’s failure to achieve Final Completion within 90 days of

Substantial Completion relates to alleged defective Construction Documents or Architect’s or its consultants’ fault.

§ 4.2.5 If the services covered by this Agreement have not been completed within « » ( « » ) months of the date of

this Agreement, through no fault of the Architect, extension of the Architect’s services beyond that time shall be

compensated as Additional 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.

§ 5.2 The Owner, with the assistance of Architect on an as-required basis, shall establish the Owner’s budget for the

Project, including (1) the budget for the Cost of the Work as defined in Section 6.1; (2) the Owner’s other costs; and,

(3) reasonable contingencies related to all of these costs. The Owner shall update the Owner’s budget for the Project

as necessary throughout the duration of the Project until final completion. If the Owner significantly increases or

decreases the Owner’s budget for the Cost of the Work, the Owner shall notify the Architect.

§ 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 If appropriate, and if reasonably required and timely requested by Architect, 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, if requested and if necessary, 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 other 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.

§ 5.5 If appropriate and if reasonably required and timely requested by Architect, the Owner shall furnish services of

geotechnical engineers, which may include 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 Owner may provide the Supplemental Services designated as the Owner’s responsibility in Section 4.1.1.






User Notes: (1968590899)

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§ 5.7 Not used.

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

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

Owner and the Owner’s consultants. The Owner shall furnish the services of consultants other than those designated

as the responsibility of the Architect in this Agreement or otherwise agreed to be provided by Architect, or authorize

the Architect to furnish them as an Additional Service, when the Architect requests such services and demonstrates

that they are reasonably required by the scope of the Project.

§ 5.9 Unless otherwise provided in this Agreement or unless required or caused by Architect’s or its consultant’s

negligence or fault, the Owner shall furnish tests, inspections and reports required by law or the Contract

Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for

hazardous materials. Architect shall provide Owner a detailed list of such tests, inspections and reports in time for

Owner to budget for such and in time to have them timely performed.

§ 5.10 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be

reasonably necessary at any time for the Project to meet the Owner’s needs and interests. The cost of such services

required by or resulting from Architect’s or its consultants’ negligence or other fault may be charged to Architect, as

appropriate.

§ 5.11 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.

§ 5.12 The Owner may include the Architect in communications with the Contractor that relate to or affect the

Architect’s services or professional responsibilities. Communications by and with the Architect’s consultants shall

be through the Architect.

§ 5.13 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.

§ 5.14 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.

§ 5.15 Within 15 days after receipt of a written request from the Architect, the Owner shall endeavor to furnish the

requested information as necessary and relevant for the Architect to evaluate, give notice of, or enforce lien rights.

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 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, or contingencies for changes in the Work; Owner’s consultants; Owner's Project

management costs (including but not limited to any construction managers or project management consultants

engaged by Owner); 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 or may be provided separately

by Owner to Architect, 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, and 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. Accordingly, the Architect cannot and does not warrant or represent that bids or

negotiated prices will not vary from the Owner’s budget for the Cost of the Work, or from any estimate of the Cost

of the Work, or evaluation, prepared or agreed to by the Architect.

§ 6.3 In preparing estimates of the Cost of Work, the Architect shall be permitted to include contingencies for

design, bidding, and price escalation; to determine what materials, equipment, component systems, and types of






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16

construction are to be included in the Contract Documents; to recommend reasonable adjustments in the program

and scope of the Project; and to include design alternates as may be necessary to adjust the estimated Cost of the

Work to meet the Owner’s budget. The Architect’s estimate of the Cost of the Work shall be based on current area,

volume or similar conceptual estimating techniques. If the Owner requires a detailed estimate of the Cost of the

Work, the Architect shall provide such an estimate, if identified as the Architect’s responsibility in Section 4.1.1, as

a Supplemental Service.

§ 6.4 If, through no fault of the Architect, the Procurement Phase has not commenced within 90 days after the

Architect submits the Construction Documents to the Owner, the Owner’s budget for the Cost of the Work may be

adjusted to reflect changes in the general level of prices in the applicable construction market.

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

Work, the Architect shall make appropriate recommendations to the Owner to adjust the Project’s size, quality, or

budget for the Cost of the Work.

§ 6.6 If the Owner’s budget for the Cost of the Work at the conclusion of the Construction Documents Phase

Services is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall

.1 give written approval of an increase in the budget for the Cost of the Work;

.2 authorize rebidding or renegotiating of the Project within a reasonable time;

.3 terminate in accordance with Section 9.5;

.4 in consultation with the Architect, revise the Project program, scope, or quality as required to reduce

the Cost of the Work; or,

.5 implement any other mutually acceptable alternative.

§ 6.7 If the Owner chooses to proceed under Section 6.6.4, the Architect, without additional compensation, shall

modify the Construction Documents as necessary to comply with the Owner’s budget for the Cost of the Work at the

conclusion of the Construction Documents Phase Services.

§ 6.8 If the Owner increases the budget for the Cost of the Work pursuant to Section 6.6.1, or if the Owner's budget

or the Cost of the Work are otherwise increased due to Architect's fault or failure to design within the Owner's

budget, Architect shall not be entitled to receive any additional compensation associated with the increased budget

or increased Cost of the Work.

ARTICLE 7 COPYRIGHTS AND LICENSES § 7.1 Conditioned upon Owner's satisfaction of its payment obligations under this Agreement, Owner shall own all

common law, statutory and other reserved rights, including copyright, of the Instruments of Service prepared for this

Project by Architect and its consultants, and may use such Instruments of Service on this Project or on others, with

or without consent or participation of Architect or its consultants.

The Architect shall be permitted to retain copies, including reproducible copies, of Drawings and Specifications for

information and reference.

The Owner acknowledges that new circumstances, including the passage of time, may make the use of these

documents inappropriate on other projects. In the event of such re-use of these documents, Owner waives any claim

against Architect and Architect's consultants arising from such re-use of such documents and agrees to defend,

indemnify, and hold the Architect and Architect's consultants harmless from liability for injury or loss arising from

such re-use on other projects.

Owner expressly acknowledges and agrees that the drawings to be provided by Architect under this Agreement may

contain design details, features and concepts, which collectively contribute to forming the design for the Project, but

which separately are and shall remain the property of Architect. Nothing herein shall be construed as a limitation on

Architect's absolute right to re-use such component design details, features and concepts on other projects, in other

contexts or for other clients. Architect may not substantially reproduce the design of this Project on any other

project and any unique or distinctive architectural and aesthetic components or effects may not be used when taken

independently or in combination would produce a project with substantially similar overall appearance. All

renderings, presentation models and mock-ups shall be the property of Owner.






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ARTICLE 8 CLAIMS AND DISPUTES § 8.1 General § 8.1.1 The Owner and Architect shall commence all claims and causes of action against the other and arising out of

or related to this Agreement, whether in contract, tort, or otherwise, in accordance with the requirements of the

binding dispute resolution method selected in this Agreement and within the period specified by applicable law.

§ 8.1.2 To the extent damages are recovered from property insurance policies covering the Work during

construction, the Owner and Architect waive all rights for the amount of such recovery 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 amounts actually recovered from such insurance.

§ 8.1.3 Not used.

§ 8.2 Mediation § 8.2.1 Except for demand for injunctive relief requesting specific performance, 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

this Agreement. A request for mediation shall be made in writing, delivered to the other party to this 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 mediation 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.)

[ « X » ] Arbitration pursuant to Section 8.3 of this Agreement

[ « » ] Litigation in a court of competent jurisdiction

[ « » ] Other: (Specify)

« »

If the Owner and Architect do not select a method of binding dispute resolution, 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.

§ 8.3 Arbitration § 8.3.1 If the parties have selected 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, except for demand for injunctive relief requesting specific performance, shall be subject to arbitration,






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which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in

accordance with its Construction Industry Arbitration Rules in effect on the date of 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.

§ 8.3.1.2 The Arbitration shall be held in New Orleans, Louisiana, unless otherwise agreed or unless a consolidation

with another arbitration requires it to be conducted elsewhere. Arbitrators shall apply the laws of the State of

Louisiana. Discovery in any arbitration shall be authorized generally in accordance with the Louisiana Code of

Civil Procedure. 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. The Architect shall continue to perform its

obligations under this Agreement during the pendency of any dispute, including the mediation or arbitration of the

dispute by the parties hereto.

§ 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 Architect agrees that the arbitration of any dispute hereunder can, at the request of Owner, be consolidated

with the arbitration of any other related dispute involving the Project and Owner, and that the Owner may join third-

parties in the arbitration of any dispute hereunder. Architect will consent to and facilitate such consolidation at

Owner's request. However, in the event any related claim or controversy involving Owner and any third-party

cannot be referred to a consolidated arbitration or such third-party cannot be joined in the arbitration, this agreement

to arbitrate shall not be enforceable, at Owner’s sole option. This agreement to arbitrate and any agreement to

arbitrate with an additional person or persons shall be specifically enforceable under the prevailing arbitration law.

§ 8.3.4.2 Not used.

§ 8.3.4.3 Not used.

§ 8.4 The provisions of this Article 8 shall survive the termination of this Agreement.

ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 If the Owner fails to make payments of undisputed amounts due to the Architect in accordance with this

Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the

Architect’s option, cause for suspension of performance of services under this Agreement. If the Architect elects to

suspend services for non-payment of undisputed amounts due, the Architect shall give seven days’ written notice to

the Owner before suspending services. In the event of a proper suspension of services, the Architect shall have no

liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before

resuming services, the Owner shall pay the Architect all such undisputed sums due prior to suspension and any

expenses incurred in the interruption and resumption of the Architect’s services. The Architect’s fees for the

remaining services and the time schedules shall be equitably adjusted, if appropriate. In the event of a dispute over

time, money or scope, except for non-payment of undisputed fees, Architect will continue to perform its services

under this Agreement.






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§ 9.2 If the Owner suspends the Project, the Architect shall be compensated for services performed prior to notice of

such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the

interruption and resumption of the Architect’s services. The Architect’s fees for the remaining services and the time

schedules shall be equitably adjusted, if appropriate.

§ 9.3 If the Owner suspends the Project for more than 90 consecutive days for reasons other than the fault of the

Architect, the Architect may terminate this Agreement by giving not less than seven days’ written notice.

§ 9.4 Either party may terminate this Agreement upon not less than seven days’ written notice should the other party

fail materially and substantially to perform in accordance with the terms of this Agreement through no fault of the

party initiating the termination, except that Architect shall continue to perform its services under this Agreement

pending mediation and arbitration should Owner’s alleged failure to perform be contested by Owner.

§ 9.5 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.

§ 9.6 If the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or the Architect terminates

this Agreement pursuant to Section 9.3, the Owner shall compensate the Architect for services performed prior to

termination, Reimbursable Expenses incurred, and actual reasonable costs attributable to termination, including the

costs attributable to the Architect’s termination of consultant agreements. Architect shall include provisions in its

agreements with its consultants that waive, under all circumstances, the consultants’ rights to recover anticipated

profits on services not performed.

§ 9.7 In addition to any amounts paid under Section 9.6, if the Owner terminates this Agreement for its convenience

pursuant to Section 9.5, or the Architect terminates this Agreement pursuant to Section 9.3, the Owner shall pay to

the Architect the following fees:

(Set forth below the amount of any termination or licensing fee, or the method for determining any termination or

licensing fee.)

.1 Termination Fee:

«NA »

.2 Licensing Fee if the Owner intends to continue using the Architect’s Instruments of Service:

«NA »

§ 9.8 Under no circumstances. including in the event of termination by Architect or Owner, with or without cause,

shall Architect be entitled to receive payment for services not performed, or for anticipated profit on unperformed

services.

§ 9.9Not used.

ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the State of Louisiana, excluding that jurisdiction’s choice of

law rules. If the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration

Act shall govern Section 8.3.

§ 10.2 Unless otherwise defined herein, terms in this Agreement shall have the same meaning as those in AIA

Document A201–2017, General Conditions of the Contract for Construction.

§ 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






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the Project if the lender agrees to assume the Owner’s rights and obligations under this Agreement, including any

payments due to the Architect by the Owner prior to the assignment.

§ 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 a reasonable amount of time 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 a reasonable amount of time 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.

§ 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.

§ 10.7 The Architect shall have the right to include photographic or artistic representations of the design of the

Project among the Architect’s promotional and professional materials, subject to Owner’s prior approval of the

photographic or artistic representations to be used. In such event, the Architect shall be given reasonable access to

the completed Project to make such representations. However, the Architect’s materials shall not include the

Owner’s confidential or proprietary information. The Owner may provide professional credit for the Architect in the

Owner’s promotional materials for the Project. This Section 10.7 shall survive the termination of this Agreement

unless the Owner terminates this Agreement.

§ 10.8 If the Architect or Owner receives information specifically designated as “confidential” or “business

proprietary,” the receiving party shall keep such information strictly confidential and shall not disclose it to any

other person except as set forth in Section 10.8.1. This Section 10.8 shall survive the termination of this Agreement.

§ 10.8.1 The receiving party may disclose “confidential” or “business proprietary” information after 7 days’ notice

to the other party, when required by law, arbitrator’s order, or court order, including a subpoena or other form of

compulsory legal process issued by a court or governmental entity, or to the extent such information is reasonably

necessary for the receiving party to defend itself in any dispute. The receiving party may also disclose such

information to its employees, consultants, or contractors in order to perform services or work solely and exclusively

for the Project, provided those employees, consultants and contractors are subject to the restrictions on the

disclosure and use of such information as set forth in this Section 10.8.

§ 10.9 The invalidity of any provision of the Agreement shall not invalidate the Agreement or its remaining

provisions. If it is determined that any provision of the Agreement violates any law, or is otherwise invalid or

unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and

enforceable. In such case the Agreement shall be construed, to the fullest extent permitted by law, to give effect to

the parties’ intentions and purposes in executing the Agreement.

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

follows:

.1 Stipulated Sum

(Insert amount)

« »

.2 Percentage Basis

(Insert percentage value)






User Notes: (1968590899)

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« » (« » ) % of the Owner’s budget for the Cost of the Work, as calculated in accordance with

Section 11.6.

.3 Other

(Describe the method of compensation)

« »

§ 11.2 For the Architect’s Supplemental Services designated in Section 4.1.1 and for any Sustainability Services

required pursuant to Section 4.1.3, the Owner shall compensate the Architect as follows:

(Insert amount of, or basis for, compensation. If necessary, list specific services to which particular methods of

compensation apply.)

« »

§ 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.2, the

Owner shall compensate the Architect as follows:

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

« »

§ 11.4 Compensation for Supplemental and 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 « » percent ( « »%), or as follows:

(Insert amount of, or basis for computing, Architect’s consultants’ compensation for Supplemental or Additional

Services.)

« »

§ 11.5 When compensation for Basic Services is based on a stipulated sum or a percentage basis, the proportion of

compensation for each phase of services shall be as follows:

Schematic Design Phase « » percent ( « » %)

Design Development Phase « » percent ( « » %)

Construction Documents

Phase

« » percent ( « » %)

Procurement Phase « » percent ( « » %)

Construction Phase « » percent ( « » %)

Total Basic Compensation one hundred percent ( 100 %)

§ 11.6 When compensation identified in Section 11.1 is on a percentage basis, progress payments for each phase of

Basic Services shall be calculated by multiplying the percentages identified in this Article by the Owner’s most

recent budget for the Cost of the Work. Compensation paid in previous progress payments shall not be adjusted

based on subsequent updates to the Owner’s budget for the Cost of the Work.

§ 11.6.1 When compensation is on a percentage basis 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. Unless Architect has breached this Agreement or has otherwise been negligent in the performance of

this Agreement which causes Owner not to proceed with construction of the Project using Architect’s Instruments of

Service, the Architect shall be entitled to compensation in accordance with this Agreement for all services actually

performed whether or not the Construction Phase is commenced. The Architect shall not be entitled to receive

compensation for services not performed, or for anticipated profits on services not performed.

§ 11.7 The hourly billing rates for services of the Architect and the Architect’s consultants are set forth below. The

rates shall be adjusted only with Owner’s written approval.

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






User Notes: (1968590899)

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« »

Employee or Category Rate ($0.00)

§ 11.8 Compensation for Reimbursable Expenses § 11.8.1 Reimbursable Expenses are in addition to compensation for Basic, Supplemental, and Additional Services

and include necessary and reasonable expenses incurred by the Architect and the Architect’s consultants directly

related to the Project, as follows:

.1 Transportation in connection with the Project for authorized out-of-town travel and subsistence, and

further subject to the following:

.1 Alternatives to travel, such as conference calls or videoconferencing, are encouraged

where appropriate.

.2 Local travel (within a 100 mile radius of the Architect’s or consultant’s office) is not

billable.

.3 Charges for time during out of town travel will be paid only to the extent services are

actually performed for Owner.

.4 Architect and its consultants will incur travel expenses at the lowest commercially

available rates for the specific dates and time that travel is required. Air travel is subject

to approval and only coach rates will be reimbursed. First class or other airfare (other

than coach) will not be reimbursed. Likewise, seat upgrades are a personal expense and

not reimbursable. It is expected that Architect and its consultants will take advantage of

any available discounts and will book travel in advance (if possible) to avoid excessive

costs.

.5 When overnight stays are required for the Project, Architect and its consultants shall stay

at hotels providing discounted or preferred rates to Owner, unless Architect or its

consultants have a more favorable rate available at another hotel. Suites, concierge, club

level or other premium rooms are not permitted. and Owner will not reimburse personal

expenses, such as in-room movies, laundry/dry cleaning, health clubs or salon services.

.6 Owner will not reimburse meals unless a particular meal is necessitated by travel for

Owner’s business and is reasonable in cost. Total reimbursement for meals shall not

exceed $65 per person per day, and shall not exceed $50 per person per day for a single

meal. Reimbursable meals must be substantiated by a receipt reflecting the date, the

location, the name of the establishment, the names of the persons present and the nature

of the business necessitating the meal. Owner will not reimburse Architect or consultants

for alcoholic beverages;

.2 Long distance services, dedicated data and communication services, teleconferences, Project web

sites, and extranets;

.3 Permitting and other fees required by authorities having jurisdiction over the Project;

.4 Printing, reproductions, plots, and standard form documents;

.5 Postage, handling, and delivery;

.6 Expense of overtime work requiring higher than regular rates, if caused by and authorized in advance

by the Owner;

.7 Renderings, physical models, mock-ups, professional photography, and presentation materials

requested by the Owner or required for the Project;

.8 If required by the Owner, and with the Owner’s prior written approval, the Architect’s consultants’

expenses of professional liability insurance dedicated exclusively to this Project, or the expense of

additional insurance coverage or limits in excess of that normally maintained by the Architect’s

consultants;

.9 Not used;

.10 Site office expenses approved in advance and in writing by Owner;

.11 Registration fees and any other fees charged by the Certifying Authority or by other entities as

necessary to achieve the Sustainable Objective; and,

.12 Other similar Project-related expenditures if approved in advance and in writing by Owner.






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§ 11.8.2 For Reimbursable Expenses the compensation shall be the cost of expenses incurred by the Architect and

the Architect’s consultants, with no mark-up.

§ 11.8.3 Architect and its consultants shall exercise reasonable judgment prior to incurring any Reimbursable

Expenses. Owner reserves the right to deny reimbursement in whole or in part, where Owner determines such

expenses are not necessary or reasonable. All Reimbursable Expenses shall be itemized and original receipts

provided, where applicable.

§ 11.9 Not used.

§ 11.10 Payments to the Architect § 11.10.1 Initial Payments § 11.10.1.1 An initial payment of « N/A » ($ « N/A » ) shall be made upon execution of this Agreement and is the

minimum payment under this Agreement. It shall be credited to the Owner’s account in the final invoice.

§ 11.10.1.2 If a Sustainability Certification is part of the Sustainable Objective, an initial payment to the Architect of

« » ($ « » ) shall be made upon execution of this Agreement for registration fees and other fees payable to the

Certifying Authority and necessary to achieve the Sustainability Certification. The Architect’s payments to the

Certifying Authority shall be credited to the Owner’s account at the time the expense is incurred.

§ 11.10.2 Progress Payments § 11.10.2.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services

performed. Payments are due and payable within thirty (30) days of presentation of the Architect’s invoice.

Undisputed amounts unpaid «sixty » ( «60 » ) days after Owner’s receipt of Architect's invoice shall bear interest at

the rate entered below, or in the absence thereof at the legal rate for the State of Louisiana.

(Insert rate of monthly or annual interest agreed upon.)

« five percent (5%) simple per annum

§ 11.10.2.2 The Owner shall not withhold amounts from the Architect’s compensation to impose a penalty or

liquidated damages on the Architect, or to offset sums requested by or paid to contractors for the cost of changes in

the Work, unless the Architect agrees, has been found liable for the amounts in a binding dispute resolution

proceeding, or the Owner has a reasonable, good faith belief that the Architect will be found liable.

§ 11.10.2.3 Records of Reimbursable Expenses, expenses pertaining to Supplemental and Additional Services, and

services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times.

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

(Include other terms and conditions applicable to this Agreement.)

§ 12.1

Use of the term "Architect" in this Agreement may refer to a licensed architect, but also may refer to an engineer or

an engineering firm instead of a licensed architect. In such event, all references to "Architect" in this Agreement

shall refer to the engineer or engineering firm listed as "Architect" on the first page of the Agreement.

§ 12.2

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

representatives, agents and employees (“Indemnified Parties”) from and against claims, damages, losses and

expenses, including but not limited to attorneys’ fees, arising out of or resulting from the acts, omissions, or other

performance of Architect or its consultants under this Agreement, but only to the extent caused by the negligent acts

or omissions of the Architect, its consultants or anyone directly or indirectly employed by them or anyone for whose

acts they may be liable. The indemnity obligations described in this article shall not be construed to negate, abridge,

or reduce other rights or obligations of indemnity (whether under contract, at law or otherwise) which would

otherwise exist in favor of the Indemnified Parties.






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§ 12.3

See Tulane's Insurance Requirements for Design Professionals attached as Exhibit "A," which requirements are

incorporated herein by reference.

§ 12.4

Reference to Architect's services or Instruments of Service shall include all services performed under this

Agreement, including services performed by Architect's consultants and subconsultants.

§ 12.5

The Architect will not discriminate against any employee or applicant for employment because of race, color, sex,

religion, national origin, age, handicap or veteran status. The Architect will take affirmative action to insure that

applicants are employed and that employees are treated during employment without regard to their race, color, sex,

religion, national origin, age, handicap or veteran status. In the event of the Architect’s noncompliance with the

Equal Employment Opportunity conditions of this Agreement or with any such rules, regulations or orders, this

Agreement may be canceled, terminated or suspended in whole or in part. The “equal opportunity clauses” set forth

in 41 CFR 60-1.4, 60-4, 60-250 and 60-741 are hereby incorporated by reference in this document as though fully

set forth herein.

§ 12.6 Statement of Policy on Harassment. Architect shall familiarize itself with, and train each of its employees, consultants and subcontractors performing

under this agreement to comply with Owner's Harassment Policy, which can be found on Owner's website.

Harassment on the basis of sex is not permitted. It constitutes a violation of federal law and is subject to disciplinary

action. Unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual

nature constitutes sexual harassment when such conduct has the purpose or effect of unreasonably interfering with

an individual's work or academic performance or creating an intimidating, hostile or offensive academic or work

environment. Architect agrees to advise its employees and consultants of this policy. Any employee, agent or

representative of Architect or a consultant who violates the Harassment Policy shall, at the request of Owner, be

removed from any work on the Project.

§ 12.7 Audit.

The Owner shall be afforded access to all of the Architect's and its consultants' financial records relating to this

Agreement regarding any dispute with Owner regarding amounts due under this Agreement. Additionally, Owner

shall be afforded access to all of the Architect's and its consultants' construction related records, books,

correspondence, instructions, drawings, receipts, vouchers, memoranda and other similar data and materials, if

requested in regard to any dispute with Architect, consultants, Contractor, Construction Manager or others

associated with the design or construction of the Project. Architect and its consultants shall preserve all such records

for a period of five years after final payment is made by the Owner arising from the obligations created by this

Agreement.

§ 12.8 Inconsistent Acts Not Waiver.

The failure of a party to this Agreement to insist in any one or more instances upon the strict performance of any of

the other party's obligations shall not constitute a waiver of its right to insist on that performance at any future time.

The failure of a party to exercise any option it may possess under this Agreement shall not waive the party's right to

exercise that option at any time. Any act or omission by a party that may be inconsistent with any of the other

party's rights under this Agreement shall not waive the party's right to exercise such rights. No waiver or

modification of any of a party's rights under this Agreement shall be construed as a waiver or modification of any

other of the party's rights under this Agreement. If the Owner makes any payment to the Architect in a situation

where the Owner knows or could reasonably have known that the Architect has breached any of its obligations

under this Agreement, that payment will not constitute a waiver of any of the Owner's rights with respect to that

breach. No waiver, modification or discharge of any provision of this Agreement shall be deemed to have been

made unless expressed in writing and signed by authorized representatives of both parties.

§ 12.9 Most Favored Client.

Architect certifies and warrants that the hourly rates charged for any Additional Services and multipliers on costs are

the lowest hourly rates and multipliers charged by the Architect to its most favored commercial clients.






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§ 12.10 Equipment Support.

The Architect shall assist Owner in obtaining from the Contractor and its subcontractors and suppliers their

assistance with respect to the operation, utilization and maintenance of equipment or systems supplied in connection

with the Project. Required information and assistance may include, but shall not be limited to testing, adjusting and

balancing audio and video equipment, delivery of operation and maintenance manuals, training personnel for

operation and maintenance and general consultation during operation.

§ 12.11 Consultant Contracts.

Architect agrees to incorporate by reference into all contracts with its Project consultants and subconsultants this

Agreement, requiring such consultants and subconsultants to acknowledge and be bound by its terms, as such terms

may and can be made applicable to consultants and subconsultants for the benefit of Owner. Architect shall require

consultants to acknowledge in contracts with consultants that Owner is an intended beneficiary of such contracts.« »

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 the Owner and Architect.

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

.1 AIA Document B101™–2017, Standard Form Agreement Between Owner and Architect, as modified

.2 AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, if agreed

and completed, dated as indicated below:

(Insert the date of the E203-2013 incorporated into this agreement.)

« »

.3 Exhibits:

(Check the appropriate box for any exhibits incorporated into this Agreement.)

[ « » ] AIA Document E204™–2017, Sustainable Projects Exhibit, dated as indicated below:

(Insert the date of the E204-2017 incorporated into this agreement.)

« »

[ « X» ] Other Exhibits incorporated into this Agreement:

(Clearly identify any other exhibits incorporated into this Agreement, including any exhibits

and scopes of services identified as exhibits in Section 4.1.2.)

« Exhibit "A" Tulane’s Insurance Requirements for Design Professionals

Exhibit “B” Hourly Fees

Exhibit “C” Additional Contract Terms for Federally Funded or Assisted Projects

Exhibit “D” Document Collection and Retention Summary»

.4 Other documents:

(List other documents, if any, forming part of the Agreement.)

This Agreement, which may be executed in multiple counterparts, is executed on the dates set forth below, but

effective as of the day and year first written above.

OWNER (Signature) ARCHITECT (Signature)

« »« » « »« »

(Printed name and title) (Printed name, title, and license number, if required)

Date:______________________________________ Date:______________________________________






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EXHIBIT “A” (to AIA B101 (2017)

Tulane’s Insurance Requirements for Design Professionals

The Professional Architect, Engineer or Consultant hereinafter (“Professional”) shall, at its own

expense, procure and maintain for the duration of the contract the following required insurance,

with insurers lawfully authorized to do business in the states where services are to be provided. The

limits set forth below are minimum limits and shall not be construed to limit any of Professional’s

liability or indemnification requirements.

Required Insurance:

1. Workers’ Compensation and Employers Liability Insurance.

(a) Statutory limits for claims for damages arising out of bodily injury, occupational

sickness, disease, or death of Professional’s employees under any applicable workers'

compensation statute or any other applicable employers liability law.

(b) Employer’s Liability limits of not less than $1,000,000 bodily injury for accident or

disease for each employee.

(c) The policy shall contain an alternate employer endorsement in favor of Owner.

2. Commercial General Liability Insurance.

(a) Coverage of all operations by or on behalf of Professional on an occurrence basis against

claims for: bodily injury and property damage, personal and advertising injury, and

products and completed operations.

(b) The minimum limits of liability under this insurance requirement shall be not less than

the following:

(i) $1,000,000 each occurrence limit for bodily injury and property damage

(ii) $1,000,000 per occurrence for personal and advertising injury liability

(iii) $2,000,000 General Aggregate Limit (other than Product-Completed Operations)

(iv) $2,000,000 Product-Completed Operations Aggregate Limit.

(c) Coverage shall also include contractual and tort indemnity obligations.

3. Automobile Liability Insurance.

(a) Coverage for any owned, hired and non-owned autos.

(b) Minimum limits: $1,000,000 combined single limit each accident.

4. Professional Liability (Errors & Omissions) Insurance.

The minimum limits of liability shall be not less than $2,000,000 each claim and

$2,000,000 annual aggregate.






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Other Required Terms and Conditions:

1. Deductibles or Self Insured Retentions. The funding of deductibles and self-insured

retentions maintained by Professional shall be the sole responsibility of Professional.

Deductibles and Self-Insured Retentions in excess of $25,000 must be approved by Owner

in writing.

2. Additional Insured. Coverage must be provided to the Owner as an additional insured under

Professional’s Commercial General Liability and Automobile Liability policy as respects

liability arising from work or operations performed by or on behalf of the Professional.

3. Waivers of Subrogation. Professional agrees to waive all rights of recovery and shall cause

its insurers to waive all rights of subrogation against Owner, its officers, directors, trusties,

employees and agents as respects loss, damage, claims, suits or demands, howsoever

caused. This waiver shall apply to all first party property, equipment, vehicle, workers’

compensation claims, and all third party liability claims, including deductibles or retentions

which may be applicable thereto. If necessary, the Professional agrees to endorse the

required insurance policies to acknowledge the required waivers of subrogation in favor of

the Owner. Professional further agrees to hold harmless and indemnify the Owner for any

loss or expense incurred as a result of Professional’s failure to obtain such waivers of

subrogation from Professional’s insurers.

4. Primary and Non-Contributory. Any coverage applicable to Owner under All of

Professional’s insurance policies shall be primary and non-contributing with any insurance

maintained by Owner in its own name and on its own behalf.

5. Retroactive Date and Extended Reporting Period. If any policy is issued or renewed on a

claims-made form or basis, the retroactive date for coverage will be the no later than the

commencement date of this Agreement and will state that, in the event of cancellation or

non-renewal, the discovery period for insurance claims (tail coverage) will be at least

thirty-six (36) months.

6. Consultant’s or Sub-contractor’s Insurance. Unless otherwise approved in writing by

Owner prior to the commencement of services, Professional will cause each consultant or

sub-contractor employed by Professional to purchase and maintain the same insurance

coverages and will furnish certificates of such insurance to Owner prior to the

commencement of services.

7. Notice of Cancellation. Professional shall provide 30 days written notice, 10 days for

nonpayment of premium, to Owner of any cancellation, non-renewal or material change in

policy provision. Insurer shall provide such notice in accordance with policy provisions.

8. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's

rating of not less than A- VII, unless otherwise approved in writing by the Owner prior to

the commencement of services.

9. Verification of Coverage. Professional shall furnish the Owner with a certificate of insurance

evidencing the required coverage prior to the commencement of services to the Owner. The

certificates are to be signed by a person authorized by the insurer(s) to bind coverage on

their behalf. Certificates shall reflect that Owner is an Additional Insured and Waiver of

Subrogation is provided on the applicable policies in favor of Owner. Renewal certificates

are to be provided to the Owner prior to the expiration of the required insurance policies

under the terms of this agreement.






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EXHIBIT C TO

AIA – B101 (2017)

CONTRACT GENERAL TERMS AND CONDITIONS

Additional Contract Terms for Federally Funded or Assisted

Projects

The following terms and conditions apply as if set forth in full to work partially or fully funded

with federal grants or funds, as applicable.

1) Notes:

a. “Contract” means this Agreement.

b. “Professional” means the party opposite Owner executing this Agreement (i.e.,

the prime Architect to Owner), also referred to below as “Consultant”.

c. “Prime Contract” means the grant between Owner and the cognizant government

agency.

d. “Subcontract” means any contract placed by Professional with any third party in

performance of this Contract.

e. “Sub- Consultants/Engineers” means any third party the Professional enters into a

Subcontract with in performance of this Contract.

2) Instructions:

a. With the exceptions of communication or notice regarding a violation of law or to

comply with a general legal requirement, all other communication or notification

required under the below referenced provisions from/to the Professional to/from

the Contracting Officer, Grants Officer (or any other government representative)

shall be through Owner. All communication or notices regarding a violation of

law shall be made directly to the cognizant federal authority, with a copy of such

communication or notice to Owner.

b. Professional shall flowdown the below provisions to all Sub-

Consultants/Engineers as required by law and regulation, and require all of its

Sub-Consultant/Engineers s to similarly flowdown such requirements.

3) Applicable to All Federally (or Potentially Federally) Funded Contracts and Subcontracts

at all Tiers that Exceed the Small Purchase Threshold (as defined at 2 C.F.R. Part 215):






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a. Equal Employment Opportunity — Professional shall comply with E.O. 11246,

“Equal Employment Opportunity” (30 Fed. Reg. 12319, 12935, 3 C.F.R., 1964-

1965 Comp., p. 339), as amended by E.O. 11375, “Amending Executive Order

11246 Relating to Equal Employment Opportunity,” and as supplemented by

regulations at 41 C.F.R. Part 60, “Office of Federal Contract Compliance

Programs, Equal Employment Opportunity, Department of Labor.”

b. Copeland “Anti-Kickback” Act (18 U.S.C. 874 and 40 U.S.C. 276c) —All

Contracts and Subcontracts in excess of $2000 for construction or repair awarded

by Professional or Sub-Consultant s shall comply with the Copeland “Anti-

Kickback” Act (18 U.S.C. 874), as supplemented by Department of Labor

regulations (29 C.F.R. Part 3, “Consultants and Sub-Consultants/Engineers on

Public Building or Public Work Financed in Whole or in Part by Loans or Grants

from the United States”). The Act provides that each Professional or Sub-

Consultant/Engineers shall be prohibited from inducing, by any means, any

person employed in the construction, completion, or repair of public work, to give

up any part of the compensation to which he is otherwise entitled. The

Professional or Sub-Consultant/Engineers shall report all suspected or reported

violations to the Owner and the Federal awarding agency.

c. Davis-Bacon Act, as amended (40 U.S.C. 276a to a-7) —When required by

Federal program legislation, all construction contracts awarded by Owner, the

Professional or the Sub-Consultants/Engineers of more than $2000 shall comply

with the Davis-Bacon Act (40 U.S.C. 276a to a-7) and as supplemented by

Department of Labor regulations (29 C.F.R. Part 5, “Labor Standards Provisions

Applicable to Contracts Governing Federally Financed and Assisted

Construction”). Under this Act, the Professional and Sub-Consultant/Engineers

shall be required to pay wages to laborers and mechanics at a rate not less than the

minimum wages specified in a wage determination made by the Secretary of

Labor. In addition, the Professional and Sub-Consultant/Engineers s shall be

required to pay wages not less than once a week. The recipient shall place a copy

of the current prevailing wage determination issued by the Department of Labor

in each solicitation and the award of a contract shall be conditioned upon the

acceptance of the wage determination. The Professional and Sub-

Consultants/Engineers shall report all suspected or reported violations to Tulane

and the Federal awarding agency.

d. Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333) —Where

applicable, the Contract (and Subcontracts), if in excess of $2000 for construction

contracts and in excess of $2500 for other contracts (and Subcontracts) that

involve the employment of mechanics or laborers, shall comply with sections 102

and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-

333), as supplemented by Department of Labor regulations (29 C.F.R. Part 5).

Under section 102 of the Act, the Professional and Sub-Consultants/Engineers

shall be required to compute the wages of every mechanic and laborer on the basis

of a standard work week of 40 hours. Work in excess of the standard work week

is permissible provided that the worker is compensated at a rate of not less than






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11⁄2 times the basic rate of pay for all hours worked in excess of 40 hours in the

work week. Section 107 of the Act is applicable to construction work and

provides that no laborer or mechanic shall be required to work in surroundings or

under working conditions which are unsanitary, hazardous or dangerous. These

requirements do not apply to the purchases of supplies or materials or articles

ordinarily available on the open market, or contracts for transportation or

transmission of intelligence.

e. Rights to Inventions Made Under a Contract or Agreement —If the Contract or

Subcontracts are for the performance of experimental, developmental, or research

work, such Contract/Subcontract provides for the rights of the Federal

Government and Tulane in any resulting invention in accordance with 37 C.F.R.

Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small

Business Firms Under Government Grants, Contracts and Cooperative

Agreements,” and any implementing regulations issued by the awarding agency.

f. Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control

Act (33 U.S.C. 1251 et seq.), as amended —The Contract and Subcontracts in

excess of $100,000 shall comply with all applicable standards, orders or

regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401 et seq.) and the

Federal Water Pollution Control Act as amended (33 U.S.C. 1251 et seq.).

Violations shall be reported to Tulane and the Federal awarding agency and the

Regional Office of the Environmental Protection Agency (EPA).

g. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) —The Professional and Sub-

Consultants/Engineers who apply or bid for an award of $100,000, upon

acceptance of the contract certify their compliance with the Byrd Anti-Lobbying

Amendment. Each tier certifies to the tier above that it will not and has not used

Federal appropriated funds to pay any person or organization for influencing or

attempting to influence an officer or employee of any agency, a member of

Congress, officer or employee of Congress, or an employee of a member of

Congress in connection with obtaining any Federal contract, grant or any other

award covered by 31 U.S.C. 1352. Each tier shall also disclose any lobbying with

non-Federal funds that takes place in connection with obtaining any Federal

award. Such disclosures are forwarded from tier to tier up to Tulane.

h. Debarment and Suspension (E.O.s 12549 and 12689)—The Contract and

Subcontracts, if expected to equal or exceed $25,000 and certain other contract

awards (see 2 C.F.R. § 180.220), shall not be made to parties listed on the

government-wide Excluded Parties List System, in accordance with the OMB

guidelines at 2 C.F.R Part 180 that implement E.O.s 12549 (3 C.F.R., 1986

Comp., p. 189) and 12689 (3 C.F.R., 1989 Comp., p. 235), “Debarment and

Suspension.” The Excluded Parties List System contains the names of parties

debarred, suspended, or otherwise excluded by agencies, as well as parties

declared ineligible under statutory or regulatory authority other than E.O. 12549.

The Excluded Parties List System has recently been consolidated within the

System for Award Management at https://www.sam.gov/portal/public/SAM/.






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4) Applicable to all FEMA (or Potentially FEMA Funded) Contracts and Subcontracts at All

Tiers as Stipulated Below in Parenthesizes:

a. Compliance with Executive Order 11246 of September 24, 1965, entitled “Equal

Employment Opportunity,” as amended by Executive Order 11375 of October 13,

1967, and as supplemented in Department of Labor regulations (41 C.F.R. chapter

60). (All construction contracts awarded in excess of $10,000 Tulane and their

Consultants or Sub-Consultants/Engineers).

b. Compliance with the Copeland “Anti-Kickback” Act (18 U.S.C. 874) as

supplemented in Department of Labor regulations (29 C.F.R. Part 3). (All

contracts and subcontracts for construction or repair).

c. Compliance with the Davis-Bacon Act (40 U.S.C. 276a to 276a-7) as

supplemented by Department of Labor regulations (29 C.F.R. Part 5).

(Construction contracts in excess of $2000 awarded by Tulane, its Consultants

and Sub-Consultants/Engineers when required by Federal grant program

legislation).

d. Compliance with Sections 103 and 107 of the Contract Work Hours and Safety

Standards Act (40 U.S.C. 327-330) as supplemented by Department of Labor

regulations (29 C.F.R. Part 5). (Construction contracts awarded by Tulane, its

Consultants and Sub-Consultants/Engineers in excess of $2000, and in excess of

$2500 for other contracts/subcontracts which involve the employment of

mechanics or laborers).

e. Notice: This Contract and Subcontracts are subject to awarding agency-specific

requirements and regulations pertaining to reporting.

f. Notice: This Contract and Subcontracts are subject to the awarding agency’s

requirements and regulations pertaining to patent rights with respect to any

discovery or invention which arises or is developed in the course of or under such

contract.

g. Notice: This Contract and Subcontracts are subject to the awarding agency’s

requirements and regulations pertaining to copyrights and rights in data.

h. Tulane, the Professional, Sub-Consultants/Engineers, the Federal grantor agency,

and the Comptroller General of the United States, or any of their duly authorized

representatives shall have access to any books, documents, papers, and records of

the Professional/Sub-Consultants/Engineers which are directly pertinent to the

contract for the purpose of making audit, examination, excerpts, and

transcriptions.

i. The Professional/Sub-Consultants/Engineers shall retain all required records for a

minimum of five years after receiving final payments and all other pending






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matters are closed.1 At the conclusion of the aforementioned retention period,

under no circumstances will Consultants/Sub-Consultant/Engineers dispose of or

destroy any required records before obtaining the written approval of the Owner.

Owner reserves the right to have copies of all such documents produced for

Owner and at Owner’s expense, prior to Consultant’s/Sub-Consultants/Engineers

disposal or destruction of such documents.

j. Compliance with all applicable standards, orders, or requirements issued under

section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean

Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental

Protection Agency regulations (40 C.F.R. Part 15). (Contracts and subcontracts in

excess of $100,000)

k. Compliance with the mandatory standards and policies relating to energy

efficiency which are contained in the state energy conservation plan issued in

compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89

Stat. 871).

1 This Contract is subject to the record retention requirements of Title 2, Part 215 and Title 44, Subpart 13.36 of the

Code of Federal Regulations. By way of example, this documentation would include, but is not limited to,

supporting documents for procurement decisions (i.e., the selection of sub-consultant s), as well as records of

expenses incurred in relation to the work, such as: contract documents, including rate sheets that provide rates for

labor, materials, consumables and equipment broken down by actual cost and mark-up; indications whether labor

rates are fully burdened (and if so, the composition of the burden); documentation related to deployed equipment,

including the make/model of the equipment and daily location (by building, room, etc.), drying and dehumidifying

equipment must also have corresponding daily moisture mapping and intake and exhaust temperature and RH

readings, as well as daily room temperatures; detailed scopes of work; daily project minutes; contemporaneous and

verified timesheets that record labor hours worked each day by each person; overtime worked, including

justifications as to the amount of overtime and the reason for such overtime; receipts for materials procured; records

of materials actually used (versus those procured and not used); sub-consultant invoices and their supporting costs;

lodging and per diem expenses; etc. All expenses and supporting documents should be allocated to and tracked by

the specific building location where the expense was incurred. Note, the aforementioned categories of information

are merely illustrative and by no means serve as an exhaustive list. The failure on the part of the Architect to

adequately conform to the record keeping process in compliance with the applicable regulations shall serve as a

basis to allow Owner to recover any monies not ultimately recovered from and/or reimbursed by the federal

government as a result of this conduct. The aforementioned statement does not prejudice Owner’s rights at law or in

equity in any manner.






User Notes: (1968590899)

33

EXHIBIT D

Document Collection and Retention Summary

Any contract issued pursuant to this solicitation shall be subject to the record retention

requirements of Title 2, Part 215 and Title 44, Subpart 13.36 of the Code of Federal Regulations.

Given the broad language set forth in the applicable provisions of the Code of Federal Regulations,

Tulane University (“Owner”) specifically notes for offerors that one of the Owner’s priorities in

the award of this contract will be the system for collecting and the retention system for maintaining

accurate information about the events and expenditures related to the contract. Owner expects each

offer to include a detailed description of the recordkeeping system that the offeror is proposing,

and the strength of the data collection and retention proposals will be one of the principal criteria

on which Owner will determine which offer will best facilitate successful accomplishment of the

University’s goals.

In determining what data collection and retention system to propose, potential bidders

should consult Title 2, Part 215 and Title 44, Subpart 13.36 of the Code of Federal Regulations,

which requires the retention of records directly pertinent to the work. See 44 C.F.R. § 13.36(i)(10).

FEMA provides further guidance on these regulatory requirements at the FEMA Public Assistance

Guide, FEMA 322. In particular, Chapter 5 of that Guidance, entitled “Project Management,”

provides in part:

The importance of maintaining a complete and accurate set of records for each

project cannot be over-emphasized. Good documentation facilitates the project

formulation, validation, approval, and funding processes.

All of the documentation pertaining to a project should be filed with the

corresponding [Project Worksheet] and maintained by the applicant as the

permanent record of the project. These records become the basis for verification of

the accuracy of project cost estimates during validation of small projects,

reconciliation of costs for large projects, and audits.

FEMA further directs that “[i]t is critical that the applicant establish and maintain accurate records

of events and expenditures related to disaster recovery work.”

More specifically, FEMA describes the information an applicant is required to submit as

follows:

The information required for documentation describes the “who, what, when,

where, why, and how much,” for each item of work. This information should

include the completed PW; completed Special Considerations Questions form;

estimated and actual costs; force account labor; force account equipment, materials,

and purchases; photographs of damage, work underway, and work completed;

insurance information; environmental and/or historic alternatives and hazard

mitigation opportunities considered; environmental review documents; receipt and

disbursement documents; and records of donated goods and services, if any.






User Notes: (1968590899)

34

FEMA Public Assistance Guide, FEMA 322, Chapter 5.

By way of example, this documentation would include, but is not limited to, supporting

documents for procurement decisions (i.e., the selection of sub-Consultant s), as well as records of

expenses incurred in relation to the work, such as: contract documents, including rate sheets that

provide rates for labor, materials, consumables and equipment broken down by actual cost and

mark-up; indications whether labor rates are fully burdened (and if so, the composition of the

burden); documentation related to deployed equipment, including the make/model of the

equipment and daily location (by building, room, etc.), drying and dehumidifying equipment must

also have corresponding daily moisture mapping and intake and exhaust temperature and RH

readings, as well as daily room temperatures; detailed scopes of work; daily project minutes;

contemporaneous and verified timesheets that record labor hours worked each day by each person;

overtime worked, including justifications as to the amount of overtime and the reason for such

overtime; receipts for materials procured; records of materials actually used (versus those procured

and not used); Sub-Consultants/Engineers invoices and their supporting costs; lodging and per

diem expenses; etc. All expenses and supporting documents should be allocated to and tracked by

the specific building location where the expense was incurred. Note, the aforementioned

categories of information are merely illustrative and by no means serve as an exhaustive list. In

this regard, the Architect will be expected to fully comply with the requirements of Title 2, Part

215 and Title 44, Subpart 13.36 of the Code of Federal Regulations.