EFTA00729885.pdf

STANDARD TERMS AND CONDITIONS Gensler OF THE AGREEMENT BETWEEN CLIENT AND ARCHITECT FOR ARCHITECTURAL / INTERIORS SERVICES (STC) Article 1 • Definitions and General Provisions 1.1 Parties. The terms "Client" and "Architect" include each party's Article 4 - Construction Cost authorized representatives, officers, directors, shareholders, and employees. 4.1 Construction Cost The Construction Cost shall be the total cost or estimated cost to Client of all Project elements designed or specified 1.2 Project Budget. The Project Budget includes the construction by Architect. budget, furniture, furnishings, equipment costs, and cost of all goods and services to be furnished by Client, Contractor, and any of their 4.2 Estimates. Architect cannot and does not warrant or represent subcontractors or consultants, and contingency allowances. that bids or negotiated prices will not vary from Client's Project Budget or from any cost estimate or evaluation prepared or reviewed by 1.3 Days or Time. Time periods refer to calendar days, unless Architect. otherwise stated. 4.3 Fixed Limit. No fixed limit of Construction Cost shall be Article 2 - Architect's Services established as a condition of this Agreement by the furnishing, proposal, or establishment of a Project Budget 2.1 Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of Article 5 - Use of Architect's Documents and Data the Work 5.1 The Drawings, Specifications, and other documents (collectively 2.2 Limitations of Construction Responsibilities. Architect shall not "Documents') and any computer tapes, disks, electronic data, or CAD have control over, or charge of, and shall not be responsible for, files (collectively "Data") prepared by Architect are instruments of construction means, methods, schedules, or delays, or for safety service and shall remain Architect's property, until such time as Client precautions and programs in connection with the Work has paid all amounts to which Architect is entitled under this Agreement, after which condition precedent, all right, title and Article 3 - Client's Responsibilities ownership interest in the Documents and Date shall transfer and accrue to Client, including all copyrights and other proprietary rights 3.1 Information. Client shall provide full information regarding the and interest, with the exception of standard constructions details or requirements for the Project. specifications included as part of the Documents or Data, the origination of which preexisted this Agreement ("Preexisting 3.2 Legal and Financial Information. Client shall furnish Architect Intellectual Property". Notwithstanding the foregoing or anything with: (a) a legal description of the property; (b) the name and address express or implied to the contrary, Architect shall hold and remain the of the property owner; and (c) the name and address of any owner of all rights, title and interest in Preexisting Intellectual construction lender(s). Property. 3.3 Surveys. Client shall furnish surveys fully describing physical 5.2 Upon completion of Architect's services and payment of all characteristics, legal limitations, and utility locations for the Project amounts due Architect, Client may retain copies or reproducibles of site. the Documents and/or Data for information and reference in connection with Client's use and occupancy of the completed Project. 3.0 Existing or Base Building Information. Upon request, Client shall provide information, drawings, specifications, and other documents 5.3 Client agrees to indemnify and hold Architect harmless from that describe the existing utility services, site conditions, build-out and and against any and all claims, liabilities, suits, demands, losses, base building construction, and systems in or with which the Project is damages, costs, and expenses (including reasonable attorneys' fees to be located or integrated. and costs of defense), together with interest thereon, accruing or resulting to any persons, firms, or other legal entities, on account of 3.5 Client's Consultants. When requested by Architect, or required any damages or losses to property or persons, including death or by authorities having jurisdiction over the Project, Client shall furnish economic loss, arising out of the unauthorized use, reuse, transfer or the services of geotechnical, civil, and environmental engineers and modification of the Documents and/or Data. any other services required by the scope of the Project. Article 6 - Claims and Disputes 3.6 Tests. Client shall furnish structural, mechanical, chemical, air, and water pollution and hazardous materials tests, and other 6.1 Mediation. Claims, disputes, or other matters in question laboratory and environmental tests, inspections, and reports required between the parties shall be subject to mediation under the auspices of by law or by authorities having jurisdiction over the Project, or a recognized professional mediation service prior to undertaking any reasonably requested by Architect legal action. The cost of the mediation service shall be borne equally by the parties. 3.7 Legal, Accounting, and Insurance Services. Client shall furnish all legal, accounting, and insurance counseling services as may be 6.2 Attorneys Fees. In any proceeding following unsuccessful necessary for the Project. mediation, the prevailing party shall be entitled, in addition to such other relief as may be granted. to a reasonable sum for attorneys' fees 3.8 Client's Services and Information. Architect shall be entitled to and costs of defense. rely upon the accuracy and completeness of the services, information, surveys, and reports provided by Client, Contractor, or any of their 6.3 Mutual Indemnification. Architect agrees to indemnify and hold subcontractors or consultants. Client harmless from and against any and all claims, liabilities, suits, demands, losses, damages, costs, and expenses (including reasonable attorneys' fees and costs of defense), together with interest thereon, to I Gensler STC 080220 Page 1of 2 EFTA00729885  the extent caused by the negligent acts, errors, or omissions of 8.5 Change In Project Scope. If portions of the Project are deleted Architect, its consultants, or anyone for whose acts either of them may or otherwise not constructed, compensation for those portions of the be legally liable. Client agrees to indemnify and hold Architect Project shall be payable to the extent services are performed on those harmless from and against any and all claims, liabilities, suits, demands, portions. losses, damages, costs, and expenses (including reasonable attorneys' fees and costs of defense), together with interest thereon, to the Article 9 - Miscellaneous Provisions extent caused by the negligent acts, errors, or omissions of Client, its contractors or consultants, or anyone for whose ads any of them may 9.1 Governing Law. This Agreement shall be governed by the law of be legally liable.Article 7 -Termination the location of Architect's office identified in the Letter of Agreement. 7.1 Termination by Either Party. This Agreement may be terminated 9.2 Property Insurance Waivers. Client shall cause Architect and by either party upon not less than seven (7) days written notice should Architect's consultants to be named as Additional Insureds on the other party fail substantially to perform in accordance with the Contractor's General Liability Policy and any property insurance terms of this Agreement. purchased for the period of construction of the Project. Such insurance shall be endorsed to provide a waiver of the insurers' rights of 7.2 Failure to Make Payments. Client's failure to make payments to subrogation against Architect and Architect's consultants. Architect in accordance with this Agreement shall constitute substantial nonperformance and cause for termination or suspension. 9.3 Mutual Waiver of Consequential Damages. The parties hereby waive, as against each other, any claims for incidental, special, 7.3 Compensation Upon Termination. In the event of termination, exemplary or consequential damages. Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due, and 9.0 Successors and Assigns. Neither party shall assign this Termination Expenses, which shall be defined as Architect's expenses Agreement or any right or cause of action arising out of this directly attributable to termination. Agreement or the performance of obligations hereunder without the written consent of the other. Article 8 • Payments to Architect 9.5 Entire Agreement This Agreement represents the entire and 8.1 Hourly Rates. Where services are to be compensated on an integrated agreement between Client and Architect and supersedes all hourly basis, compensation shall be based on the flat hourly rates set prior negotiations, representations, or agreements. forth in Architect's and Architect's consultants' standard rate schedules, which are subject to periodic adjustment. 9.6 Third Parties. Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of, any 8.2 Reimbursable Expenses. Reimbursable Expenses are in addition third party. to compensation for Basic and Additional Services and include expenses incurred by Architect and Architect's consultants in the 9.7 Professional Credits. Architect shall have the right to include interest of the Project, including, but not limited to the following: representations of the design of the Project, including, upon Client's approval, not to be unreasonably withheld, photographs of the exterior (a) Data communications, telecommunications, reproduction, and interior, among Architect's professional materials, including, but shipping, handling, and delivery. not limited to, promotional materials, professional publications, and competition submissions. (b) Mileage, tolls, cab fares, and parking. 9.8 Latent Conditions. In the event that the Project includes any (c) Renderings, models, computer modeling, mock-ups, and remodeling, alteration, or rehabilitation work, Client acknowledges photography. that certain design and technical decisions shall be made on assumptions based on available documents and visual observations of (d) Sales taxes and other transactional taxes, and fees paid for existing conditions. securing approval of authorities having jurisdiction over the Project. 9.9 Areas and Measurements. Areas and measurements provided by (e) Authorized out•f•town travel (business class unless upgrade is Architect are derived from drawing dimensions or field measurements preapproved by Client), including travel time, out-of-town living and are not intended to be used as the basis for calculating rent or for expenses (business class hotel unless upgrade is preapproved by other similar purposes. Client), and long-distance communications. 9.10 Hazardous Materials. Client acknowledges that Architect has no (f) Additional insurance coverage or limits requested by Client in expertise in, and is not being retained for the purposes of, excess of that normally provided by Architect and Architect's investigating, detecting, abating, replacing, remediating, or removing consultants. any items, products, or materials containing hazardous substances. 8.3 Progress Payments. Progress payments for Basic and Additional 9.11 Design/Build by Contractor. Architect and its consultants shall Services and Reimbursable Expenses shall be due and payable upon have no responsibility for the design, technical adequacy or accuracy, receipt of Architect's invoices. Disputes or questions regarding an installation, or performance of any Design/Build portions of the invoice or a portion of an invoice shall not be cause for withholding Project. payment for the remaining portions due. Amounts unpaid thirty (30) days after the issue date of Architect's invoice shall be assessed a 9.12 Separate Consultants. Architect's coordination of its services service charge of one and one-half percent (1.1/2x) per month. with Client's and Contractor's subcontractors or consultants shall be limited to that necessary for consistency of Architect's documents with 8.0 Time Extensions. This Agreement anticipates that Architect's those of such subcontractors or consultants. services will proceed continuously in accordance with the Project schedule. If, and to the extent that, time limits set forth in the original schedule are extended more than one•hundred and eighty (180) days beyond the dates established, Architect's compensation shall be equitably adjusted. I Gensler STC 080220 Page 2 of 2 EFTA00729886