The following text describes all information shown on the Sample of American Institute of Architects (AIA) Document B102™ – 2017 PDF found on the Capital Planning Construction Design Documents page.
Standard Form of Agreement Between Owner and Architect without a Predefined Scope of Architect’s Services
This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification.
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)
and the Architect: (Name, legal status, address and other information)
for the following (hereinafter referred to as “the Project”): (Insert information related to types of services, location, facilities, or other descriptive information as appropriate.)
The Owner and Architect agree as follows.
Table of Articles
- Architect’s Responsibilities
- Owner’s Responsibilities
- Copyrights and Licenses
- Claims and Disputes
- Termination or Suspension
- Compensation
- Miscellaneous Provisions
- Special Terms and Conditions
- Scope of the Agreement
Article 1 Architect’s Responsibilities
§ 1.1
The Architect shall provide the following professional services: (Describe the scope of the Architect’s services or identify an exhibit or scope of services document setting forth the Architect’s services and incorporated into this document in Section 9.2.)
§ 1.1.1
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.
§ 1.1.2
Whenever the term Architect is used in this agreement, it is intended to mean the designer of record and can be either a Maine Registered Architect or Engineer.
§ 1.2
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.
§ 1.2.1
Within four (4) weeks 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 services 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.
§ 1.3
The Architect identifies the following representative authorized to act on behalf of the Architect with respect to the Project. (List name, address, and other contact information.)
§ 1.4
Except with the Owner’s knowledge and 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.
§ 1.5
The Architect shall maintain the following insurance until termination of this Agreement. If any of the requirements set forth below are in addition to the types and limits the Architect normally maintains, the Owner shall pay the Architect as set forth in Section 6.2.3.
§ 1.5.1
Commercial General Liability with policy limits of not less than ($ ) one million dollars ($1,000,000) for each occurrence and ($ ) one million dollars ($1,000,000) in the aggregate for bodily injury and property damage.
§ 1.5.2
Automobile Liability covering vehicles owned, and non-owned vehicles used, by the Architect with policy limits of not less than one million dollars ($ 1,000,000 ) per accident for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles, along with any other statutorily required automobile coverage.
§ 1.5.3
The Architect may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided such primary and excess or umbrella liability insurance policies result in the same or greater coverage as the coverages required under Sections 1.5.1 and 1.5.2, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers.
§ 1.5.4
Workers’ Compensation at statutory limits.
§ 1.5.5
Employers’ Liability with policy limits not less than five hundred thousand dollars ($ 500,000 ) each accident, five hundred thousand dollars ($ 500,000 ) each employee, and five hundred thousand dollars ($ 500,000 ) policy limit.
§ 1.5.6
Professional Liability covering negligent acts, errors and omissions in the performance of professional services with policy limits of not less than one million dollars ($ 1,000,000 ) per claim and one million dollars ($ 1,000,000 ) in the aggregate.
§ 1.5.7 Additional Insured Obligations.
If requested by the Owner, to the fullest extent permitted by law, the Architect shall cause the primary and excess or umbrella polices for Commercial General Liability and Automobile Liability to include the Owner as an additional insured for claims caused in whole or in part by the Architect’s negligent acts or omissions. The additional insured coverage shall be primary and non-contributory to any of the Owner’s insurance policies and shall apply to both ongoing and completed operations.
§ 1.5.8
The Architect shall provide certificates of insurance to the Owner that evidence compliance with the requirements in this Section 1.5.
§ 1.5.9
The insurance certificate shall state the University of Maine System as Certificate Holder and additional insured as follows (regardless of campus):
University of Maine System Office of Risk Management
Robinson Hall
46 University Drive
Augusta, ME 04330
§ 1.5.10
The Architect must assure that similar coverage is in place for all persons or companies working for the Architect, including consultants and independent contractors. By entering into this Agreement with the University, the Architect certifies this coverage is or will be in place and will continue to be in place as required.
Article 2 Owner’s Responsibilities
§ 2.1
Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project, including a written program, which shall set forth the Owner’s objectives; schedule; constraints and criteria, including space requirements and relationships; flexibility; expandability; special equipment; systems; and site requirements.
§ 2.2
The Owner identifies the following 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. (List name, address, and other contact information.)
Project Manager:
Owner’s Representative authorized to sign contracts and other legal documents:
§ 2.3
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 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. The Owner shall require that its consultants and contractors maintain insurance, including professional liability insurance, as appropriate to the services or work provided.
§ 2.4
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.
§ 2.5
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.
§ 2.6
Within 15 days after receipt of a written request from the Architect, the Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate, give notice of, or enforce lien rights.
§ 2.7
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.
Article 3 Copyrights and Licenses
§ 3.1
The Architect and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project.
§ 3.2
The Architect and the Architect’s consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and shall retain all common law, statutory and other reserved rights, including copyrights. Submission or distribution of Instruments of Service 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 reserved rights of the Architect and the Architect’s consultants.
§ 3.3
The Architect grants to the Owner a nonexclusive license to use the Architect’s Instruments of Service solely and exclusively for the purposes of evaluating, constructing, using, maintaining, altering and adding to the Project, provided that the Owner substantially performs its obligations under this Agreement, including prompt payment of all sums due pursuant to Article 5 and Article 6. The Architect shall obtain similar nonexclusive licenses from the Architect’s consultants consistent with this Agreement. The license granted under this section permits the Owner to authorize the Contractor, Subcontractors, Sub-subcontractors, and suppliers, as well as the Owner’s consultants and separate contractors, to reproduce applicable portions of the Instruments of Service solely and exclusively for use in performing services or construction for the Project. If the Architect rightfully terminates this Agreement for cause as provided in Section 5.4, the license granted in this Section 3.3 shall terminate.
§ 3.3.1
In the event the Owner uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Architect and Architect’s consultant(s) from all claims and causes of action arising from such uses. The Owner, to the extent permitted by law, further agrees to indemnify and hold harmless the Architect and its consultants from all costs and expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner’s use of the Instruments of Service under this Section 3.3.1. The terms of this Section 3.3.1 shall not apply if the Owner rightfully terminates this Agreement for cause under Section 5.4. The terms of this Section 3.3.1 shall not apply if it is determined that the Architect was negligent in the services rendered to the Owner.
§ 3.4
Except for the licenses granted in this Article 3, no other license or right shall be deemed granted or implied under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. Any unauthorized use of the Instruments of Service shall be at the Owner’s sole risk and without liability to the Architect and the Architect’s consultants.
§ 3.5
Except as otherwise stated in Section 3.3, the provisions of this Article 3 shall survive the termination of this Agreement.
Article 4 Claims And Disputes
§ 4.1 General
§ 4.1.1
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, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Architect waive all claims and causes of action not commenced in accordance with this Section 4.1.1.
§ 4.1.2
To the extent damages are covered by property insurance, the Owner and Architect waive all rights against each other and against the contractors, consultants, agents, and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A201–2017, General Conditions of the Contract for Construction. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents, and employees of any of them, similar waivers in favor of the other parties enumerated herein.
§ 4.1.3
The Architect and Owner waive consequential damages for claims, disputes, or other matters in question, arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination of this Agreement, except as specifically provided in Section 5.7.
§ 4.2 Mediation
§ 4.2.1
Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien arising out of the Architect’s services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution.
§ 4.2.2
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.
§ 4.2.3
The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 4.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 4.2, the method of binding dispute resolution shall be the following: (Check the appropriate box
- [ X ] Arbitration pursuant to Section 4.3 of this Agreement (this option is selected)
- [ ] Litigation in a court of competent jurisdiction (this option is strikethrough text)
- [ ] Other (Specify) (this option is strikethrough text)
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.
§ 4.3 Arbitration
§ 4.3.1
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 shall be subject to arbitration, 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, except that the parties shall select only one Arbitrator, and there shall be no discovery. 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.
§ 4.3.1.1
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.
§ 4.3.2
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.
§ 4.3.3
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.
§ 4.3.4 Consolidation or Joinder
§ 4.3.4.1
Either party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation; (2) the arbitrations to be consolidated substantially involve common questions of law or fact; and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s).
§ 4.3.4.2
Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent.
§ 4.3.4.3
The Owner and Architect grant to any person or entity made a party to an arbitration conducted under this Section 4.3, whether by joinder or consolidation, the same rights of joinder and consolidation as the Owner and Architect under this Agreement.
§ 4.4
The provisions of this Article 4 shall survive the termination of this Agreement.
Article 5 Termination or Suspension
§ 5.1
If the Owner fails to make payments 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, the Architect shall give seven days’ written notice to the Owner before suspending services. 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. Before resuming services, the Owner shall pay the Architect all 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.
§ 5.2
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 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.
§ 5.3
If the Owner suspends the Project for more than 90 cumulative 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.
§ 5.4
Either party may terminate this Agreement 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.
§ 5.5
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.
§ 5.6
If the Owner terminates this Agreement for its convenience pursuant to Section 5.5, or the Architect terminates this Agreement pursuant to Section 5.3, the Owner shall compensate the Architect for services performed prior to termination, Reimbursable Expenses incurred, and costs attributable to termination, including the costs attributable to the Architect’s termination of consultant agreements. In the event of termination hereunder for any reason, the Architect will not be entitled to special or exemplary damages of any kind, including but not limited to, lost profits, consequential damages, or loss of business. In the event of termination hereunder for any reason, the Owner shall not pay for the Owner’s continued use of the Architect’s Instruments of Service solely for the purposes set forth in § 3.3.
§ 5.7
In addition to any amounts paid under Section 5.6, if the Owner terminates this Agreement for its convenience pursuant to Section 5.5, or the Architect terminates this Agreement pursuant to Section 5.3, 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.)
§ 5.8
Except as otherwise expressly provided herein, this Agreement shall terminate (Check the appropriate box.)
- [ ] One year from the date of commencement of the Architect’s services (this option is strikethrough text)
- [ X ] One year from the date of Substantial Completion (this option is selected)
- [ ] Other (Insert another termination date or refer to a termination provision in an attached document or scope of service.) (this option is strikethrough text)
If the Owner and Architect do not select a termination date, this Agreement shall terminate one year from the date of commencement of the Architect’s services.
§ 5.9
The Owner’s rights to use the Architect’s Instruments of Service in the event of a termination of this Agreement are set forth in Article 3 and Section 5.7.
Article 6 Compensation
§ 6.1
The Owner shall compensate the Architect as set forth below for services described in Section 1.1, or in the attached exhibit or scope document incorporated into this Agreement in Section 9.2. (Insert amount of, or basis for, compensation or indicate the exhibit or scope document in which compensation is provided for.)
§ 6.2 Compensation for Reimbursable Expenses
§ 6.2.1
Reimbursable Expenses are in addition to compensation set forth in Section 6.1 and include expenses incurred by the Architect and the Architect’s consultants directly related to the Project, as follows:
- Transportation, living expenses and telephone expenses will be the responsibility of the Architect unless Architect has received prior written authorization by the Owner.
- Long distance services, dedicated data and communication services, teleconferences, Project web sites, and extranets;
- Permitting and other fees required by authorities having jurisdiction over the Project;
- Printing, reproductions, plots, and standard form documents;
- Postage, handling and delivery;
- Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner;
- Renderings, physical models, mock-ups, professional photography, and presentation materials requested by the Owner or required for the Project;
- Registration fees and any other fees charged by the Certifying Authority or by other entities as necessary to achieve the Sustainable Objective; and
- Other similar Project-related expenditures.
§ 6.2.2
For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect’s consultants plus percent (insert %) or no more than 10% of the expenses incurred.
§ 6.3 Payments to the Architect
§ 6.3.1 Progress Payments
- § 6.3.1.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Architect’s invoice.
- § 6.3.1.2 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 or has been found liable for the amounts in a binding dispute resolution proceeding.
- § 6.3.1.3 Records of Reimbursable Expenses and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times.
Article 7 Miscellaneous Provisions
§ 7.1
This Agreement shall be governed by the law of the place where the Project is located, 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 4.3.
§ 7.2
Except as separately 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.
§ 7.3
The Owner and Architect, respectively, bind themselves, their agents, successors, assigns, and legal representatives to this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner’s rights and obligations under this Agreement, including any payments due to the Architect by the Owner prior to the assignment.
§ 7.4
The parties shall 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 G201-2013 Project Digital Data Protocol Form and E203™–2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data.
§ 7.4.1
Any use of, or reliance on, all or a portion of a building information model without agreement to protocols governing the use of, and reliance on, the information contained in the model and without having those protocols set forth in AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, and the requisite AIA Document G202™–2013, Project Building Information Modeling Protocol Form, shall be at the using or relying party’s sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees.
§ 7.5
If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. If the Owner requests the Architect to execute consents reasonably required to facilitate assignment to a lender, the Architect shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Architect for review at least 14 days prior to execution. The Architect shall not be required to execute certificates or consents that would require knowledge, services, or responsibilities beyond the scope of this Agreement.
§ 7.6
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.
§ 7.7
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.
§ 7.7.1 Asbestos
The University recognizes the need to identify asbestos-containing materials that may be impacted during renovation or demolition activities. State regulations require asbestos materials to be removed or disturbed by only licensed asbestos abatement companies. The Architect shall discuss with the Project Manager whether any information is available regarding asbestos-containing building materials, scheduled asbestos surveys, or scheduled abatement activities.
If no information is available, Project Manager shall ensure an asbestos inspection is conducted by licensed personnel to determine the location, quantity and condition of any asbestos-containing materials that may be impacted. This information may be useful in developing design approaches or coordinating work schedules with planned asbestos abatement activities. Unless otherwise stated, the Owner is generally responsible for arranging for removal of friable asbestos, usually under separate contract.
The State of Maine Department of Environmental Protection has allowed properly trained and equipped roofing contractors to remove asbestos-containing materials associated with roofing systems. Where possible, the Architect shall include proper removal of asbestos-containing materials associated with roofs in design documents for normal roof demolition, repair and replacement. This issue should be discussed with the Project Manager. Any air or bulk sample monitoring data acquired in the removal of asbestos-containing roofing materials must be shared with the Owner.
§ 7.7.2 Lead
The Owner expects lead-containing paint to be associated with existing buildings built before 1980. Generally, the Owner includes proper removal and disposal of lead-containing paint as part of the general painting specifications, since Maine does not require licensed lead abatement contractors to perform these activities when associated with renovation or construction in commercial buildings. The Architect shall discuss with the Project Manager whether any testing for lead-containing paints has occurred. If so, any information regarding lead content shall be included in any published design documents. If not, the Owner and any contractor should assume that lead is present in painted surfaces unless proven otherwise. In daycare facilities, family housing and other occupancies where children are present, specialized lead paint testing and abatement may be necessary. The Architect shall discuss with the Project Manager whether these types of occupancies are expected and, where necessary, the Owner will contract directly with licensed firms to address these issues.
§ 7.7.3 Hazardous Materials
Building construction and renovation by its very nature involves the use of hazardous materials. The Architect shall use caution in developing project manuals that require the Owner to handle all hazardous materials associated with a project. Where appropriate, the Owner shall address hazardous materials associated with chemical storage, laboratory facilities, or other University operations.
§ 7.8
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. 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 if the Owner has previously advised 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 in the Owner’s promotional materials for the Project. This Section 7.8 shall survive the termination of this Agreement unless the Owner terminates this Agreement for cause pursuant to Section 5.4.
§ 7.9
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 7.9.1. This Section 7.9 shall survive the termination of this Agreement.
§ 7.9.1
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 7.9.
§ 7.10
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.
§ 7.11
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 the accuracy and completeness of services and information furnished by the Owner and the Owner’s consultants. 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.
§ 7.12
The Architect shall, at appropriate times, contact the governmental authorities required to approve the Contract Documents and the entities providing utility services to the Project. In designing the Project, the Architect shall respond to applicable design requirements imposed by such governmental authorities and by such entities providing utility services.
§ 7.13
Additional Services may be provided after execution of this Agreement per § 9.1, without invalidating the Agreement. Except for services required due to the fault of the Architect, any Additional Services provided in accordance with this Section shall entitle the Architect to compensation pursuant to Article 6.
§ 7.14
Upon recognizing the need to perform the following Additional Services, the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not proceed to provide the following services until the Architect receives the Owner’s written authorization:
- Services necessitated by a change in the Initial Information, previous instructions or approvals given by the Owner, or a material change in the Project including, but not limited to, size, quality, complexity, the Owner’s schedule or budget for Cost of the Work, or procurement or delivery method;
- Services necessitated by the Owner’s request for extensive environmentally responsible design alternatives, such as unique system designs, in-depth material research, energy modeling, or LEED® certification;
- Changing or editing previously prepared Instruments of Service necessitated by the enactment or revision of codes, laws or regulations or official interpretations;
- Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure of performance on the part of the Owner or the Owner’s consultants or contractors;
- Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner;
- Preparation for, and attendance at, a public presentation, meeting or hearing; and,
- Preparation for, and attendance at, a dispute resolution proceeding or legal proceeding, except where the Architect is party thereto.
Article 8 Special Terms And Conditions
Special terms and conditions that modify this Agreement are as follows: (Include other terms and conditions applicable to this Agreement.)
§ 8.1 Design Requirements –
- Compliance with NFPA 101. Design must comply with the latest adopted edition of NFPA 101 Life Safety Code. Architect is responsible for submission of Contract Documents to the Maine State Fire Marshal for certification of compliance. The Architect shall obtain a certificate of approval prior to the project advertisement for bid. The review application fee is a Reimbursable expense, payable by the Owner.
- Accessibility. The Architect is responsible for submission of Contract Documents to the Maine State Fire Marshal for certification of compliance with the American Disabilities Act. The Architect shall obtain a certificate of approval prior to the project advertisement for bid. The review application fee is a Reimbursable expense, payable by the Owner. Under current State Law, the Architect must also submit to the University, under the Architect’s letterhead, a certification of compliance with the State Accessibility Law prior to the project being advertised.
- For additional design criteria see § 9.2.4.
§ 8.2 Sales & Excise Tax
The University of Maine System is an Instrumentality and an Agency of the State of Maine and is exempt from State of Maine Sales and Use Tax and by Federal determination from Federal Excise Taxes. No Sales and Use Tax or Federal Excise Tax should be included for any supplies, material or equipment purchased for permanent inclusion in a University facility.
Article 9 Scope Of The Agreement
§ 9.1
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.
§ 9.2
This Agreement is comprised of the following documents identified below:
- AIA Document B102™–2017, Standard Form Agreement Between Owner and Architect
- AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, dated as indicated below: (Insert the date of the E203–2013 incorporated into this Agreement.)
- 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.)
- [ ] Other Exhibits incorporated into this Agreement: (Clearly identify any other exhibits incorporated into this Agreement.)
- .4 Other documents: (List other documents, including the Architect’s scope of services document, hereby incorporated into the Agreement.)
- B201-2017 Standard Form of Architect’s Services [when issued together – otherwise delete this]
- Appendix A – University of Maine System Design Criteria (dated 05/23/2019)
- Appendix B – Section 27 00 00 Communications (dated 10/15/2014)
- Appendix C – Campus Design Criteria [when available – otherwise delete this] (dated 05/25/2018)
This Agreement entered into as of the day and year first written above.
Owner:
(Signature)
(Printed name and title)
Architect:
(Signature)
(Printed name, title, and license number, if required)
AIA Document B102™ – 2017 . Copyright © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:52:08 ET on 09/23/2021 under Order No.3603225088 which expires on 06/22/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1261786691)