Architect Services Agreement

This Packet Includes:

1. General Information
2. Instructions and Checklist
3. Architect Services Agreement

Architect Services Agreement

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 General Information
Architect Services Agreement

This Architect Services Agreement is between a property owner and an

architect who will provide architectural services. This agreement contains
the specific terms of the arrangement including the scope of the architect's
services, the design phases from inception to completion and additional
services the architect will perform. It also includes the responsibilities of the
owner and how much the architect will be paid.

It is imperative that this services agreement be clearly set forth in writing

and not via oral agreement. A written Architect Services Agreement will be
invaluable in the event of disagreements, misunderstandings or litigation
between the parties.

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 Instructions and Checklist
Architect Services Agreement

 The parties should read the agreement carefully.

 Insert all requested information in the spaces provided on the form.

 Read the "Payments to the Architect" and "Basis of Compensation"

provisions carefully. If there are disagreements, they will likely focus
on these provisions.

 This form contains the basic terms and language that should be
included in similar agreements.

 This agreement must be signed by both owner and architect.

 The parties should retain either an original or copy of the signed

agreement.

 All legal documents should be kept in a safe location such as a

fireproof safe or safe deposit box.

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 SERVICE AGREEMENT - ARCHITECT

AGREEMENT made on:

BETWEEN the Owner:

(Name and address)

and the Architect:

(Name and address)

For the following Project:

(Include detailed description of Project, location, address and scope.)

The Owner and Architect agree as set forth below:

TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT

ARTICLE 1
ARCHITECT'S RESPONSIBILITIES

1.1 ARCHITECT'S SERVICES

1.1.1 The Architect's services consist of those services performed by the Architect, Architect's
employees and Architect's consultants as enumerated in Articles 2 and 3 of this Agreement and
any other services included in Article 12.

1.1.2 The Architect's services shall be performed as expeditiously as is consistent with

professional skill and care and the orderly progress of the Work. Upon request of the owner, the
Architect shall submit for the Owner's approval a schedule for the performance of the Architect's
services which may be adjusted as the Project proceeds, and shall include allowances for periods
of time required for the Owner's review and for approval of submissions by authorities having
jurisdiction over the Project. Time limits established by this schedule approved by the owner shall
not, except for reasonable cause, be exceeded by the Architect or Owner.

1.1.3 The services covered by this Agreement are subject to the time limitations contained in
Subparagraph 11.5.1.

ARTICLE 2
SCOPE OF ARCHITECT'S BASIC SERVICES

2.1 DEFINITION

2.1.1 The Architect's Basic Services consist of those described in Paragraphs 2.2 through 2.6 and
any other services identified in Article 12 as part of Basic Services, and include normal structural,
mechanical and electrical engineering services.

2.2 SCHEMATIC DESIGN PHASE

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2.2.1 The Architect shall review the program furnished by the Owner to ascertain the
requirements of the Project and shall arrive at a mutual understanding of such requirements with
the Owner.

2.2.2 The Architect shall provide a preliminary evaluation of the Owner's program, schedule and
construction budget requirements, each in terms of the other, subject to the limitations set forth in
Subparagraph 5.2.1.

2.2.3 The Architect shall review with the Owner alternative approaches to design and construction
of the Project.

2.2.4 Based on the mutually agreed-upon program, schedule and construction budget
requirements, the Architect shall prepare, for approval by the Owner, Schematic Design
Documents consisting of drawings and other documents illustrating the scale and relationship of
Project components.

2.2.5 The Architect shall submit to the Owner a preliminary estimate of Construction Cost based
on current area, blouse or other unit costs.

2.3 DESIGN DEVELOPMENT PHASE

2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the
Owner in the program, schedule or construction budget, the Architect shall prepare, for approval
by the Owner, Design Development Documents consisting of drawings and other documents to
fix and describe the size and character of the Project as to architectural, structural, mechanical
and electrical systems, materials and such other elements as may be appropriate.

2.3.2 The Architect shall advise the Owner of any adjustments to the preliminary estimate of
Construction Cost.

2.4 CONSTRUCTION DOCUMENTS PHASE

2.4.1 Based on the approved Design Development Documents and any further adjustments in the
scope or quality of the Project of in the construction budget authorized by the Owner, the
Architect shall prepare, for approval by the Owner, Construction Documents consisting of
Drawings and Specifications setting forth in detail the requirements for the construction of the
Project.

2.4.2 The Architect shall assist the Owner in the preparation of the necessary bidding information,
bidding forms, the Conditions of the Contract, and the form of Agreement between the Owner
and Contractor.

2.4.3 The Architect shall advise the Owner of any adjustments to previous preliminary estimates
of Construction Cost indicated by changes in requirements or general market conditions.

2.4.4 The Architect shall assist the Owner in connection with the Owner's responsibility for filing
documents required for the approval of governmental authorities having jurisdiction over the
Project.

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2.5 BIDDING OR NEGOTIATION PHASE

2.5.1 The Architect, following the Owner's approval of the Construction Documents and of the
latest preliminary estimate of Construction Cost, shall assist the Owner in obtaining bids or
negotiated proposals and assist in awarding and preparing contracts for construction.

2.6 CONSTRUCTION PHASE--ADMINISTRATION OF THE CONSTRUCTION

CONTRACT

2.6.1 The Architect's responsibility to provide Basic Services for the Construction Phase under
this Agreement commences with the award of the Contract for Construction and terminates at the
earlier of the issuance to the Owner of the final Certificate for Payment or 60 days after the date
of Substantial Completion of the Work.

2.6.2 The Architect shall provide administration of the Contract for Construction as set forth
below and in the edition of AIA Document A201, General Conditions of the Contract for
Construction, current as of the date of this Agreement, unless otherwise provided in this
Agreement.

2.6.3 Duties, responsibilities and limitations of authority of the Architect shall not be restricted,
modified or extended without written agreement of the Owner and Architect with consent of the
Contractor, which consent shall not be unreasonably withheld.

2.6.4 The Architect shall be a representative of and shall advise and consult with the Owner (1)
during construction until final payment to the Contractor is due, and (2) as an Additional Service
at the Owner's direction from time to time during the correction period described in the Contract
for Construction. The Architect shall have authority to act on behalf of the Owner only to the
extent provided in this Agreement unless otherwise modified by written instrument.

2.6.5 The Architect shall visit the site at intervals appropriate to the stage of construction or as
otherwise agreed by the Owner and Architect in writing to become generally familiar with the
progress and quality of the Work completed and to determine in general if the Work is being
performed in a manner indicating that the Work when completed will be in accordance with the
Contract Documents. However, the Architect shall not be required to make exhaustive or
continuous on-site inspections to check the quality or quantity of the Work. On the basis of on-
site observations as an architect, the Architect shall keep the Owner informed of the progress and
quality of the Work, and shall endeavor to guard the Owner against defects and deficiencies in the
Work. (More extensive site representation may be agreed to as an Additional Service, as described
in Paragraph 3.2.)

2.6.6 The Architect shall not have control over or charge of and shall not be responsible for
construction means, methods, techniques, sequences or procedures, or for safety precautions and
programs in connection with the Work, since these are solely the Contractor's responsibility under
the Contract for Construction. The Architect shall not be responsible for the Contractor's
schedules or failure to carry out the Work in accordance with the Contract Documents. The
Architect shall not have control over or charge of acts or omissions of the Contractor,

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Subcontractors, or their agents or employees, or of any other persons performing portions of the
Work.

2.6.7 The Architect shall at all times have access to the Work wherever it is in preparation or
progress.

2.6.8 Except as may otherwise be provided in the Contract Documents or when direct
communications have been specially authorized, the Owner and Contractor shall communicate
through the Architect. Communications by and with the Architect's consultants shall be through
the Architect.

2.6.9 Based on the Architect's observations and evaluations of the Contractor's Applications for
Payment, the Architect shall review and certify the amounts due the Contractor.

2.6.10 The Architect's certification for payment shall constitute a representation to the Owner,
based on the Architect's observations at the site as provided in Subparagraph 2.6.5 and on the
data comprising the Contractor's Application for Payment, that the Work has progressed to the
point indicated and that, to the best of the Architect's knowledge, information and belief, quality
of the Work is in accordance with the Contract Documents. The foregoing representations are
subject to an evaluation of the Work for conformance with the Contract Documents upon
Substantial Completion, to results of subsequent tests and inspections, to minor deviations from
the Contract Documents correctable prior to completion and to specific qualifications expressed
by the Architect. The issuance of a Certificate for Payment shall further constitute a
representation that the Contractor is entitled to payment in the amount certified. However, the
issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made
exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2)
reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies
of requisitions received from Subcontractors and material suppliers and other data requested by
the Owner to substantiate the Contractor's right to payment or (4) ascertained how or for what
purpose the Contractor has used money previously paid on account of the Contract Sum.

2.6.11 The Architect shall have authority to reject Work that does not conform to the Contract
Documents. Whenever the Architect considers it necessary or advisable for implementation of the
intent of the Contract Documents, the Architect will have authority to require additional
inspection or testing of the Work in accordance with the provisions of the Contract Documents,
whether or not such Work is fabricated, installed or completed. However, neither this authority of
the Architect nor a decision made in good faith either to exercise or not to exercise such authority
shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors,
material and equipment suppliers, their agents or employees or other persons performing portions
of the Work.

2.6.12 The Architect shall review and approve or take other appropriate action upon all
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. The Architect's action shall be taken with such reasonable
promptness as to cause no delay in the Work or in the construction of the Owner or of separate
contractors, while allowing sufficient time in the Architect's professional judgment to permit
adequate review. Review of such submittals is not conducted for the purpose of determining the

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accuracy and completeness of other details such as dimensions and quantities or for substantiating
instructions for installation or performance of equipment or systems designed by the Contractor,
all of which remain the responsibility of the Contractor, to the extent required by the Contract
Documents. The Architect's review shall not constitute approval of safety precautions or, unless
otherwise specifically stated by the Architect, of 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. When professional certification of performance
characteristics of materials, systems or equipment is required by the Contract Documents, the
Architect shall be entitled to rely upon such certification to establish that the materials, systems or
equipment will meet the performance criteria required by the Contract Documents.

2.6.13 The Architect shall prepare Change Orders and Construction Change Directives, with
supporting documentation and data if deemed necessary by the Architect as provided in
Subparagraphs 3.1.1 and 3.3.3, for the Owner's approval and execution in accordance with the
Contract Documents, and may authorize minor changes in the Work not involving an adjustment
in the Contract Sum or an extension of the Contract Time which are not inconsistent with the
intent of the Contract Documents and or the intended functional use of the Facilities.

2.6.14 The Architect shall conduct inspections to determine the date or dates of Substantial
Completion and the date of final completion, shall receive and forward to the Owner for the
Owner's review and records written warranties and related documents required by the Contract
Documents and assembled by the Contractor, and shall issue a final Certificate for payment upon
compliance with the requirements of the Contract Documents.

2.6.15 The Architect shall interpret and decide matters concerning performance of the Owner and
Contractor under the requirements of the Contract Documents on written request of either the
Owner or Contractor. The Architect's response to such requests shall be made with reasonable
promptness and within any time limits agreed upon.

2.6.16 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 initial 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 so rendered in good faith.

2.6.17 The Architect's decisions on matters relating to aesthetic effect shall be final if consistent
with the intent expressed in the Contract Documents.

2.6.18 The Architect shall render written decisions within a reasonable time on all claims, disputes
or other matters in question between the Owner and Contractor relating to the execution or
progress of the Work as provided in the Contract Documents.

ARTICLE 3
ADDITIONAL SERVICES

3.1 GENERAL

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3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified
in Article 12, and they shall be paid for by the Owner as provided in this Agreement, in addition to
the compensation for Basic Services. The services described under Paragraphs 3.2 and 3.4 shall
only be provided if authorized or confirmed in writing by the Owner. If services described under
Contingent Additional Services in Paragraph 3.3 are required due to circumstances beyond the
Architect's control, the Architect shall notify the Owner prior to commencing such services. If the
Owner deems that such services described under Paragraph 3.3 are not required, the Owner shall
give prompt written notice to the Architect. If the Owner indicates in writing that all or part of
such Contingent Additional Services are not required, the Architect shall have no obligation to
provide those services.

3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES

3.2.1 If more extensive representation at the site than is described in Subparagraph 2.6.5 is
required, the Architect shall provide one or more Project Representatives to assist in carrying out
such additional on-site responsibilities.

3.2.2 Project Representatives shall be selected, employed and directed by the Architect, and the
Architect shall be compensated therefore as agreed by the Owner and Architect. The duties,
responsibilities and limitations of authority of Project Representatives shall be as described in the
edition of AIA Document B352 current as of the date of this Agreement, unless otherwise agreed.

3.2.3 Through the observations by such Project Representatives, the Architect shall endeavor to
provide further protection for the Owner against defects and deficiencies in the Work, but the
furnishing of such project representation shall not modify the rights, responsibilities or obligations
of the Architect as described elsewhere in this Agreement.

3.3 CONTINGENT ADDITIONAL SERVICES

3.3.1 Making revisions in Drawings, Specifications or other documents when such revisions are:

.1 inconsistent with approvals or instructions previously given by the Owner, including

revisions made necessary by adjustments in the Owner's program or Project budget;

.2 required by the enactment or revision of codes, laws or regulations subsequent to the

preparation of such documents; or

.3 due to changes required as a result of the Owner's failure to render decisions in a timely
manner.

3.3.2 Providing services required because of significant changes in the Project including, but not
limited to, size, quality, complexity, the Owner's schedule, or the method of bidding or negotiating
and contracting
for construction, except for services required under Subparagraph 5.2.5.

3.3.3 Preparing Drawings, Specifications and other documentation and supporting data,
evaluating Contractor's proposals, and providing other services in connection with Change Orders
and Construction Change Directives.

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3.3.4 Providing services in connection with evaluating substitutions proposed by the Contractor
and making subsequent revisions to Drawings, Specifications and other documentation resulting
therefrom.

3.3.5 Providing consultation concerning replacement of Work damaged by fire or other cause
during construction, and furnishing services required in connection with the replacement of such
Work.

3.3.6 Providing services made necessary by the default of the Contractor, by major defects or
deficiencies in the Work of the Contractor, or by failure of performance of either the Owner or
Contractor under the Contract for Construction.

3.3.7 Providing services in evaluating an extensive number of claims submitted by the Contractor
or others in connection with the Work.

3.3.8 Providing services in connection with a public hearing, arbitration proceeding or legal
proceeding except where the Architect is party thereto.

3.3.9 Preparing documents for alternate, separate or sequential bids or providing services in
connection with bidding, negotiation or construction prior to the completion of the Construction
Documents Phase.

3.4 OPTIONAL ADDITIONAL SERVICES

3.4.1 Providing analyses of the Owner's needs and programming the requirements of the Project.

3.4.2 Providing financial feasibility or other special studies.

3.4.3 Providing planning surveys, site evaluations or comparative studies of prospective sites.

3.4.4 Providing special surveys, environmental studies and submissions required for approvals of
governmental authorities or others having jurisdiction over the Project.

3.4.5 Providing services relative to future facilities, systems and equipment.

3.4.6 Providing services to investigate existing conditions or facilities or to make measured

drawings thereof.

3.4.7 Providing services to verify the accuracy of drawings or other information furnished by the
Owner.

3.4.8 Providing coordination of construction performed by separate contractors or by the Owner's

own forces and coordination of services required in connection with construction performed and
equipment supplied by the Owner.

3.4.9 Providing services in connection with the work of a construction manager or separate
consultants retained by the Owner.

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3.4.10 Providing detailed estimates of Construction Cost.

3.4.11 Providing detailed quantity surveys or inventories of material, equipment and labor.

3.4.12 Providing analyses of owning and operating costs.

3.4.13 Providing interior design and other similar services required for or in connection with the
selection, procurement or installation of furniture, furnishings and related equipment. See Article
12.2.

3.4.14 Providing services for planning tenant or rental spaces.

3.4.15 Making investigations, inventories of materials or equipment, or valuations and detailed

appraisals of existing facilities.

3.4.16 Preparing a set of reproducible record drawings showing significant changes in the Work
made during construction based on marked-up prints, drawings and other data furnished by the
Contractor to the Architect.

3.4.17 Providing assistance in the utilization of equipment or systems such as testing, adjusting
and balancing, preparation of operation and maintenance manuals, training personnel for
operation and maintenance, and consultation during operation.

3.4.18 Providing services after issuance to the Owner of the final Certificate for Payment, or in
the absence of a final Certificate for Payment, more than 60 days after the date of Substantial
Completion of the Work. See Article 12.3.

3.4.19 Providing services of consultants for other than architectural, structural, mechanical and
electrical engineering portions of the Project provided as a part of Basic Services.

3.4.20 Providing any other services not otherwise included in this Agreement or not customarily
furnished in accordance with generally accepted architectural practice.

ARTICLE 4
OWNER'S RESPONSIBILITIES

4.1 The Owner shall provide full information regarding requirements for the Project, including a
program which shall set forth the Owner's objectives, schedule, constraints and criteria, including
space requirements and relationships, flexibility, expandability, special equipment, systems and site
requirements.

4.2 The Owner shall establish and update an overall budget for the Project, including the
Construction Cost, the Owner's other costs and reasonable contingencies related to all of these
costs.

4.3 If requested by the Architect, the Owner shall furnish evidence that financial arrangements
have been made to fulfill the Owner's obligations under this Agreement.

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4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with
respect to the Project. The Owner or such authorized representative shall render decisions in a
timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable
delay in the orderly and sequential progress of the Architect's services.

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

4.6 The Owner shall furnish the services of geotechnical engineers when such services are
requested by the Architect. Such services may include but are not limited to test borings, test pits,
determinations of soil bearing values, percolation tests, evaluations of hazardous materials,
ground corrosion and resistivity tests, including necessary operations for anticipating subsoil
conditions, with reports and appropriate professional recommendations.

4.6.1 The Owner shall furnish the services of other consultants when such services are reasonable
required by the scope of the Project and are requested by the Architect.

4.7 The Owner shall furnish structural, mechanical, chemical, air and water pollution tests, tests
for hazardous materials, and other laboratory and environmental tests, inspections and reports
required by law or the Contract Documents.

4.7.1 See Article 12.4

4.8 The Owner shall furnish all legal, accounting and insurance counseling services as may be
necessary at any time for the Project, including auditing services the Owner may require to verify
the Contractor's Applications for Payment or to ascertain how or for what purposes the
Contractor has used the money paid by or on behalf of the Owner.

4.9 The services, information, surveys and reports required by Paragraphs 4.5 through 4.8 shall be
furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and
completeness thereof.

4.10 Prompt written notice shall be given by the Owner to the Architect if the Owner becomes
aware of any fault or defect in the Project or nonconformance with the Contract Documents.

4.11 The proposed language of certificates or certifications requested of the Architect or

Architect's consultants shall be submitted to the Architect for review and approval at least 14 days
prior to execution.
The Owner shall not request certifications that would require knowledge or services beyond the
scope of the Agreement.

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ARTICLE 5
CONTRUCTION COST

5.1 DEFINITION

5.1.1 The Construction Cost shall be the total cost or estimated cost to the owner of all elements
of the Project designed or specified by the Architect.

5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials
furnished by the Owner and equipment designed, specified, selected or specially provided for by
the Architect, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a
reasonable allowance for contingencies shall be included for market conditions at the time of
bidding and for changes in the Work during construction.

5.1.3 Construction Cost does not include the compensation of the Architect and Architect's
consultants, the costs of the land, rights-of-way, financing or other costs which are the
responsibility of the Owner as provided in Article 4.

5.2 RESPONSIBILITY FOR CONSTRUCTION COST

5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and
detailed estimates of Construction Cost, if any, prepared by the Architect, represent the Architect's
best judgment as a design professional familiar with the construction industry. It is recognized,
however, that neither the Architect nor the Owner has control over the cost of labor, materials or
equipment, over the Contractor's methods of determining bid prices, or over 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 Project budget or from any
estimate of Construction Cost or evaluation prepared or agreed to by the Architect.

5.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement by
the furnishing, proposal or establishment of a Project budget, unless such fixed limit has been
agreed upon in writing and signed by the parties hereto. If such a fixed limit has been established,
the Architect shall be permitted to include contingencies for design, bidding and price escalation,
to determine what materials, equipment, component systems and types of construction are to be
included in the Contract Documents, to make reasonable adjustments in the scope of the Project
and to include in the Contract Documents alternate bids to adjust the Construction Cost to the
fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract
Sum occurring after execution of the Contract for Construction.

5.2.3 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect
submits the Construction Documents to the Owner, any Project budget or fixed limit of
Construction Cost shall be adjusted to reflect changes in the general level of prices in the
construction industry between the date of submission of the Construction Documents to the
Owner and the date on which proposals are sought.

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5.2.4 If a fixed limit of Construction Cost (adjusted as provided in Subparagraph 5.2.3) is
exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall:

.1 give written approval of an increase in such fixed limit;

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

.3 if the Project is abandoned, terminate in accordance with Paragraph 8.3;

or

.4 cooperate in revising the Project scope and quality as required to reduce the
Construction Cost.

5.2.5 If the Owner chooses to proceed under Clause 5.2.4.4, the Architect, without additional
charge, shall modify the Contract Documents as necessary to comply with the fixed limit, if
established as a condition of this Agreement. The modification of Contract Documents shall be
the limit of the Architect's responsibility arising out of the establishment of a fixed limit. The
Architect shall be entitled to compensation in accordance with this Agreement for all services
performed whether or not the Construction Phase is commence.

ARTICLE 6
USE OF ARCHITECT'S DRAWINGS SPECIFICATIONS AND OTHER DOCUMENTS

6.1 The Drawings, Specifications and other documents prepared by the Architect for this Project
are instruments of the Architect's service for use solely with respect to this Project and, unless
otherwise provided, the Architect shall be deemed the author of these documents and shall retain
all common law, statutory and other reserved rights, including the copyright. The Owner shall be
permitted to retain copies, including reproducible copies, of the Architect's Drawings,
Specifications and other documents shall not be used by the Owner or others on other projects,
for additions to this Project or for completion of this Project by others, unless the Architect is
adjudged to be in default under this Agreement, except by agreement in writing and with
appropriate compensation to the Architect.

6.2 Submission or distribution of documents to meet official regulatory requirements or for similar
purposes in connection with the Project is not to be construed as publication in derogation of the
Architect's reserved rights.

ARTICLE 7
DISPUTE RESOLUTION

7.1 Unresolved claims, disputes and other matters in question between the parties to this
Agreement arising out of or relating to this Agreement or breach thereof, shall be subject to lawful
recourse of the parties pursuant to law in the State of ______________.

ARTICLE 8
TERMINATION, SUSPENSION OR ABANDONMENT

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8.1 This Agreement may be terminated by either party upon not less than seven days' written
notice should the other party fail substantially to perform in accordance with the terms of this
Agreement through no fault of the party initiating the termination.

8.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Architect
shall be compensated for services performed prior to notice of such suspension. When the Project
is resumed, the Architect's compensation shall be equitably adjusted to provide for expenses
incurred in the interruption and resumption of the Architect's services. However, such equitable
adjustment to the Architect's compensation shall be paid only in those instances in which the
Owner has not extended the period of time for the Architect's performance of services under this
Agreement equal to the time by which the Project was suspended.

8.3 This Agreement may be terminated by the Owner upon not less than seven days' written notice
to the architect in the event that the Project is permanently abandoned.

8.4 Failure of the Owner to make payments to the Architect in accordance with this Agreement
shall be considered substantial nonperformance and cause for termination.

8.5 If the Owner fails to make payment when due the Architect for services and expenses, the
Architect may, upon seven days' written notice to the Owner, suspend performance of services
under this Agreement. Unless payment in full is received by the Architect within seven days of the
date of the notice, the suspension shall take effect without further notice. In the event of a
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.

8.6 In the event of termination not the fault of the Architect, the Architect shall be compensated
for services performed prior to termination, together with Reimbursable Expenses then due.

ARTICLE 9
MISCELLANEOUS PROVISIONS

9.1 This Agreement shall be governed and construed as per the laws of _____.

9.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201,
General Conditions of the Contract for Construction, current as of the date of this Agreement.

9.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act
shall be deemed to have accrued and the applicable statutes of limitations shall commence to run
not later than either the date of Substantial Completion for acts or failures to act occurring prior
to Substantial Completion, or the date of issuance of the final Certificate for Payment for acts or
failures to act occurring after Substantial Completion.

9.4 The Owner and Architect waive all rights against each other and against the contractors,
consultants, agents and employees of the other for damages, but only to the extent covered by
property insurance during construction, except such rights as they may have to the proceeds of
such insurance as set forth in the edition of AIA Document A201, General Conditions of the
Contract for Construction, current as of the date of this Agreement. The Owner and Architect
each shall require similar waivers from their contractors, consultants and agents.

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9.5 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns
and legal representatives to the other party to this Agreement and to the partners, successors,
assigns and legal representatives of such other party with respect to all covenants of this
Agreement. Neither Owner nor Architect shall assign this Agreement without the written consent
of the other.

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

9.7 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.

9.8 Unless otherwise provided in this Agreement, the Architect and Architect's
consultants shall have no responsibility for the discovery, presence, handling, removal or disposal
of or exposure of persons to hazardous materials in any form at the Project site, including but not
limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic substances.

9.9 The Architect shall have the right to include representations of the design of the Project,
including photographs of the exterior and interior, among the Architect's promotional and
professional materials. The Architect's materials shall not include the Owner's confidential or
proprietary information if the Owner has previously advise the Architect in writing of the specific
information considered by the Owner to be confidential or proprietary. The Owner shall provide
professional credit for the Architect on the construction sign and in the promotional materials for
the Project.

ARTICLE 10
PAYMENTS TO THE ARCHITECT

10.1 DIRECT PERSONNEL EXPENSE

10.1.1 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel
engaged on the Project.

10.2 REIMBURSABLE EXPENSES

10.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services
and include expenses incurred by the Architect and Architect's employees and consultants in the
interest of the Project, as identified in the following Clauses.

10.2.1.1 Expense of transportation in connection with authorized out-of-town travel; long-

distance communications; and fees paid for securing approval of authorities having jurisdiction
over the Project.

10.2.1.2 Expense of reproductions, postage and handling of Drawings, Specifications and other
documents.

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10.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than
regular rates.

10.2.1.4 Expense of renderings, models and mock-ups requested by the Owner.

10.2.1.5 Expense of additional insurance coverage or limits, including professional liability

insurance, requested by the Architect and Architect's consultants.

10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES

10.3.1 An initial payment as set forth in Paragraph 11.1 is the minimum payment under this
Agreement.
10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall
be in proportion to services performed within each phase of service, on the basis set forth in
Subparagraph 11.2.2.

10.3.3 If and to the extent that the time initially established in Subparagraph 11.5.1 of this
Agreement is exceeded or extended through no fault of the Architect, compensation for any
services rendered during the
additional period of time shall be computed in the manner set forth in Subparagraph 11.3.2.

10.3.4 When compensation is based on a percentage of Construction Cost and any portions of the
Project are deleted or otherwise not constructed, compensation for those portions of the Project
shall be payable to the extent services are performed on those portions, in accordance with the
schedule set forth in Subparagraph 11.2.2, based on (1) the lowest bona fide bid or negotiated
proposal, or (2) if no such bid or proposal is received, the most recent preliminary estimate of
Construction Cost or detailed estimate of Construction Cost for such portions of the Project.

10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES

10.4.1 Payments on account of the Architect's Additional Services and for Reimbursable
Expenses shall be made monthly upon presentation of the Architect's statement of services
rendered or expenses incurred.

10.5 PAYMENTS WITHHELD

10.5.1 No deductions shall be made from the Architect's compensation on account of penalty,
liquidated damages or other sums withheld from payments to contractors, or on account of the
cost of changes in the Work other than those for which the Architect has been found to be liable.

10.6 ARCHITECT'S ACCOUNTING RECORDS

10.6.1 Records of Reimbursable Expenses and expenses pertaining to Additional Services and
services performed on the basis of a multiple of Direct Personnel Expense shall be available to the
Owner or the Owner's authorized representative at mutually convenient times.

ARTICLE 11

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BASIS OF COMPENSATION

The Owner shall compensate the Architect as follows:

11.1 AN INITIAL PAYMENT of N/A Dollars ($-0-) shall be made upon execution of this
Agreement and credited to the Owner's account at final payment.

11.2 BASIC COMPENSATION

11.2.1 FOR BASIC SERVICES, as described in Article 2, and any other services included in
Article 12 as part of Basic Services, Basic Compensation shall be computed as follows:
(Insert basis of compensation, including stipulated sums, multiples or percentages, and identify
phases to which particular method of compensation apply, if necessary)

Fixed Fee of 6-3/4% of approved Project budget.

11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost,

progress payments for Basic Services in each phase shall total the following percentages of the
total Basic Compensation payable:
(Insert additional phases as appropriate.)

Schematic Design Phase: five percent ( 5%)

Design Development Phase: thirty percent ( 30%)
Construction Documents Phase: forty Percent ( 40%)
Bidding or Negotiation Phase : five percent ( 5%)
Construction Phase: twenty percent ( 20%)

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Total Basic Compensation One hundred percent (100%)

11.3 COMPENSATION FOR ADDITIONAL SERVICES

11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in

Paragraph 3.2, compensation shall be computed as follows:

Hourly at Direct Personnel Expense times a multiplier of 3.0 of personnel performing work on the
Project.

11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 3 and 12,
other than (1) Additional Project Representation, as described in paragraph 3.2, and (2) services
included in Article 12 as part of Basic Services, but excluding services of consultants,
compensation shall be computed as follows:
(Insert basis of compensation, including rates and/or multiples of Direct Personnel Expense for
Principals and employees, and identify Principals and classify employees, if required. Identify
specific services to which
particular methods of compensation apply, if necessary.)

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Hourly at Direct Personnel Expense times a multiplier of 3.0 of personnel performing work on the
Project.

11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural,

mechanical and electrical engineering services and those provided under Subparagraph 3.4.19 or
identified in Article 12 as part of Additional Services, a multiple of one and one tenth (1.1) times
the amounts billed to the Architect for such services. (Identify specific types of consultants in
Article 12, if required.)

11.4 REIMBURSABLE EXPENSES

11.4.1 FOR REIMBURSABLE EXPENSES, as described in Paragraph 10.2, and any other items
included in Article 12 as Reimbursable Expenses, a multiple of one (1.0) times the expenses
incurred by the Architect, the Architect's employees and consultants in the interest of the Project if
the Owner compensates the Architect for same within fifteen (15) days of the date of the Owner's
receipt of the Architect's invoice therefore; otherwise, the Owner will compensate the Architect by
a multiple of one and one-tenth (1.1) times such expenses.

11.5 ADDITIONAL PROVISIONS

11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within
thirty-six (36) months of the date hereof, through no fault of the Architect, extension of the
Architect's services beyond that time shall be compensated as provided in Subparagraphs 10.3.3
and 11.3.2.

11.5.2 Payments are due and payable thirty (30) days from the date of the Architect's invoice.
Amounts unpaid thirty-one (31) days after the invoice date shall bear interest at the prime rate
established by ________________; provided, however, that for any items of the Architect's
services that are in dispute, the Owner shall notify the Architect in writing of such dispute within
thirty (30) days from the date of the Architect's invoice, - and the Owner may hold the sums
attributable to such disputed services until such time as the dispute has been resolved. (usury laws
and requirements under the Federal Truth in Lending Act, similar state and local consumer credit
laws and other regulations at the Owner's and Architect's principal places of business, the location
of the Project and elsewhere may affect the validity of this provision. Specific
legal advice should be obtained with respect to deletions or modifications, and also regarding
requirements such as written disclosures or waivers.)

11.5.3 The rates and multiples set forth for Additional Services shall be annually adjusted in
accordance with normal salary review practices of the Architect.

ARTICLE 12
OTHER CONDITIONS OR SERVICES

EXHIBIT "A" to Standard Form of Agreement Between Owner and Architect,

dated ____________________ is attached.

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

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OWNER ARCHITECT

By: __________________________________ By: ________________________________

Name: ________________________________ Name: _____________________________
Title: ________________________________ Title: ______________________________

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 EXHIBIT "A"

To Standard Form of Agreement Between Owner and Architect

12.1 The Architect shall advise the Owner, in writing, of any potential changes to Contract
Documents or the Work prior to the initiation of the change. The Architect shall work with the
Owner and Contractor in preparing any Change orders associated with any changes in the
Contract Documents or the Work.

12.2 Services for Interior Design and specification of loose furniture per Paragraph 3.4.13 are
not part of the basic services. If requested by the Owner, a fee proposal will be provided for
services to include inventory of existing furniture, selection, bidding, and checking installation of
new furniture. Compensation will be based on the designed scope of furniture and equipment and
shall be negotiated by the parties.

12.3 Notwithstanding Subpart (2) of Subparagraph 2.6.4, as part of Basic Services, Architect
shall conduct an inspection of the building 11 months after Substantial Completion for the purpose
of notifying Contractor of any warranty problems observed, or noted by Owner, before expiration
of the one-year warranty. (Ref. 3.4.18)

12.4 The Owner shall furnish an Environmental Assessment of the site when such tests are
reasonable required by the Scope of the Project and are requested by the Architect. (Ref. 4.7.1-
Added)

12.5 When Change Orders during construction result solely from negligent acts or omissions of
the Architect or Engineer, deviating from generally accepted professional standards and practices,
the Owner shall pay the Contractor and Owner shall be entitled to a credit for said changed work
against fees owed Architect by Owner in an amount equal to the difference in cost between the
actual cost of the changed work and the estimated cost of the changed work had it been included
as a part of the work at the start of the project. Further, the Architect shall make no charge to the
Owner for any additional architectural services resulting solely from such negligent acts or
omissions of the Architect or Engineer. (Ref.5.2.6- Added)

12.6 Unresolved claims, disputes and other matters in question between the parties to this
Agreement arising out of or relating to this Agreement or breach thereof, shall be subject to lawful
recourse of the parties pursuant to law in the State of Missouri.

12.7 Indemnification: Architect does hereby agree to indemnify and hold the Owner harmless
from and against any and all liabilities, damages, or losses arising out of damage to property or
physical injury to persons to the extent caused by or through the negligent acts or omissions of the
Architect.

12.8 During the performance of the Services under this Agreement, the Architect shall maintain
the following insurance:

12.8.1 General liability Insurance with bodily injury and property damage coverage of $1,000,000
combined single limit, and $1,000,000 aggregate.

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12.8.2 Automobile Liability Insurance with bodily injury and property damage coverage of
$1,000,000 combined single limit each accident.

12.8.3 Workers' Compensation Insurance in accordance with statutory requirements and

Employer's Liability Insurance with limits of not less than $100,000 for each occurrence.

12.8.4 Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate.

12.9 The Architect shall, upon request, furnish owner with certificate(s) of insurance which shall
be updated from time to time to evidence that the foregoing coverages and limitations of liability
remain in full force and
effect during the term of this Agreement, and which shall include a provision that such insurance
shall not be canceled without at least thirty (30) day's written notice to Owner. All Project
Contractors shall be required to include Owner and Architect as additional insureds on their
General Liability Insurance policies.

12.10 Should hazardous materials be present or discovered during construction at the site of the
Project, the Owner shall retain and be responsible for the cost of a special consultant to design
and specify removal of such materials. Architectural services to coordinate with this special
consultant will be considered additional services and be billed as identified in paragraph 11.3.2.

12.11 Storm water permit services are not included in Basic Services under Paragraph 2.4.4.

12.12 Services for Acoustical Design, Sound System Design, Theatrical Lighting, and Food
service Design, when reasonably required for the project and requested by the Architect, shall be
additional services per
Paragraph 3.4.19. The Architect shall select and retain a Consultant as required, subject to
written approval by the Owner for these services. Services shall be billed as identified in
Paragraph 11.3.3.

12.13 The Architect shall exercise reasonable care to see that its services comply with applicable
federal, state. and municipal laws, regulations, and ordinances governing the services covered by
this Agreement, as published and in effect on the date of this Agreement.

12.14 The standard of care for all professional architectural and related services performed or
furnished by the Architect under this Agreement will be the care and skill ordinarily used by
members of the Architect's profession practicing under similar conditions at the same time and in
the same locality. The Architect makes no warranties, express or implied, under this Agreement or
otherwise, in connection with the Architect's services.

12.15 The Architect will use good-faith efforts to cooperate and coordinate the Architect's
services with those of the Contractor during the pre construction period.

12.16 The Architect shall, as part of the Basic Services, coordinate the activities of the
Contractor and various consultants (e.g., landscape architects, security experts, etc.) with respect
to the Project.

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12.17 With reference to Paragraph 6.1, the Architect agrees:

A. Not to use the Drawings, Specifications and other documents ("Plans") prepared by the
Architect for this Project with respect to any other persons or for any other projects, and

B. To place copyright notices on all copies of the Plans sent to subcontractors or otherwise used
in this Project, and

C. To require the subcontractors to agree to use the Plans only for this Project.

D. To place no limits on owner's use of the Plans, except that Owner shall indemnify and hold
the Architect harmless from and against claims arising out of use of the Plans in a way not
agreed by the Architect and owner, where such use causes harm to Cerner, Cerner subsidiaries
or parent, or any third person, and further except that the last sentence of Paragraph 6.1 shall
hereby be deemed deleted.

12.18 The Architect shall furnish insurance in the amount no less than $1,000,000 to fund the
indemnification set forth at Paragraph 12.7 above. To the extent permitted by the insurers and if
requested in writing by the Owner following receipt of a price quote, the Owner shall be shown as
an additional insured on all policies, including the Professional Liability Policy.

OWNER ARCHITECT

By: __________________________________ By: ________________________________

Name: ________________________________ Name: _____________________________
Title: ________________________________ Title: ______________________________

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