REQUEST FOR PROPOSAL

ARCHITECTURAL & ENGINEERING DESIGN SERVICES

Prepared by:
The Metropolitan School District of Washington Township
8550 Woodfield Crossing Blvd.
Indianapolis, IN 46240

August 4, 2017

1
 Request for Proposal (RFP) – Architectural & Engineering Design Services
The Metropolitan School District of Washington Township is accepting written proposals from qualified
firms to provide architectural and engineering services.

Sealed RFP proposals shall be submitted no later than 2:00 PM on August 25, 2017.

ATTN: Marvin Murdock/Angela Britain-Smith

Metropolitan School District of Washington Township
8550 Woodfield Crossing Blvd. Indianapolis, IN 46240

Proposals shall be clearly marked on the envelope as “PROPOSAL FOR MIDDLE SCHOOL
ARCHITECTURAL & ENGINEERING DESIGN SERVICES”.

A recommendation will be submitted to the Board of Education at their regular meeting on

September 27, 2017 at 7:00 PM.

2
I. Purpose and Objective

The purpose of this Request for Proposal (RFP) is to obtain proposals from qualified design
firms (herein referred to as “A/E”) interested in contracting with the Metropolitan School
District of Washington Township (herein referred to as “District”) to provide desired
services as outlined in this RFP.

The District has identified the following objectives:

 To ensure all facilities allow for equitable access to education across the District;

 To maximize efficiency in facilities utilization across the District;

 To address identified facility/space needs in the District in an efficient and cost-

effective manner.

 To provide educational facilities that support the District’s educational vision.

II. Background

The District approved the referenda that was passed in the November 8th ballot allowing the
finance of the 2017 Safety, Capacity, Efficiency, Technology, Renovation and Construction
Project which consists of updating, improving and construction at North Central High
School; J. Everett Light Career Center; Eastwood, Northview and Westlane Middle Schools;
Hilltop Developmental Preschool; Allisonville, Crooked Creek, Fox Hill, Greenbriar, Nora,
Spring Mill, John Strange and Harcourt Elementary Schools; and Wyandotte, which is
estimated to cost $185,000,000.

The District, located in Marion County, serves students in grades PreK-12. The District has
13 school facilities, 7 elementary schools (grades K-5), 3 middle schools (grades 6-8), a high
school (grades 9-12), Career Center and a Developmental Preschool.

III. Scope of Services

The following scope of design services, including structural, mechanical, electrical, plumbing
and site / civil engineering services, energy modeling/analysis, food service and energy,
technology and security integration and management, shall be provided by the A/E for the
following Additions and Renovations at:

Schools
Eastwood Middle School 4401 E. 62nd Street, Indianapolis, IN 46220
Westlane Middle School 1301 W. 73rd Street, Indianapolis, IN 46260

3
 A/E’s scope of services shall include District’s eventual assignment of technology
consultant’s final proposal or alternatively the District’s final agreement with technology
consultant for provision of energy, technology and security integration and management;
technology consultant fees shall be treated as a reimbursable expense under District’s
Agreement with A/E with the exception that such technology consultant fees / expense
shall not be subject to A/E’s markup.

• Vision and Pre-Design-along with Educational Facility Planner Specs Professional (Phase I)
Participate and follow directives conveyed in visioning work sessions in collaboration with
District’s educational facility planner.

• Conceptual/Schematic Design Phase (Phase II)

Refine program, space needs and project scope. This phase will involve meetings with
school staff, students, parents, community members and local governmental officials for
program development / refinement. For each component in the project, determine
relationship of proposed new spaces to exiting building (where applicable) and site.

• Design Development Phase (Phase III)

After approval and acceptance of the end product from Phase II by the District, the A/E will
work to create detailed plans for building elevations, material selections, mechanical,
plumbing, electrical / control systems and final design. Several revisions of the plan may be
needed as the project is developed during this planning stage. The A/E shall provide energy
modeling for mechanical and other building systems under consideration. The A/E will then
prepare a final design plan based on the input received from the District and any applicable
governmental agencies responsible for project approvals.

• Construction Documents (Phase IV)

After approval and acceptance of the end product from Phase III by the District, the A/E will
be responsible for preparation of the required architectural / engineering drawings and plan
documents, e.g. site plan, mechanical, electrical, plumbing, and structural plan.

After final approval of the architectural drawings and plan documents by the District, as well
as the appropriate municipal commissions and other governing bodies, the A/E will create
detailed construction and specification documents for bidding purposes.

The final construction documents shall include as a minimum: Site Plan, Landscaping Plan,
Storm water Management Plan, Roof Plan, Drainage Plan, Floor Plan(s), Exterior Elevations,
Building Sections, Foundation Plan, Framing Plan(s), Details, Plumbing Isometrics, Door /
Window / Room finish / Header / Plumbing / Electrical schedule, HVAC Plans, Electrical
Plans, Submittal Worksheets and the project manual including specifications in the CSI
division format.

4
 • Bidding & Contract Award (Phase V)
The A/E will assist the District and Construction Manager (CM) in bidding the project to
prospective prime contractors. Services will include assisting the CM with the distribution of
plans and specifications, assisting with sub-contractor pre-bid meetings, assisting with
formulating responses to prospective bidders’ questions, issuing addendums (if necessary),
attendance at the bid opening, and providing the District with a recommendation for prime
contract awards.

• Construction Administration & Project Closeout (Phase VI)

The A/E shall be a representative of and shall advise and consult with the District during
construction until the final payment to prime contractors is due and during the correction
period described in the Contract Documents.

a. Plan Approvals - The A/E is responsible for the procurement of ALL plan approvals from
the local municipal (ies), Marion County, and the State of Indiana Department of
Commerce, Safety & Building Division for the building(s) including, but not limited to,
Storm water Management, HVAC, Mechanical, plumbing and/or Fire Protection.

b. Construction Related Services - The A/E will provide on the District’s behalf,
construction administration and inspection services. At a minimum, services to be
provided consist of coordinating regular progress meetings, review of shop drawings,
assist District in floor and finish material selection, undertake construction observation,
process certificates for payment to prime contractors, and facilitate preparation of final
record drawings, warranty follow-up and project closeout.

The A/E, in conjunction with the Construction Manager, shall provide updated budgetary cost
estimates during each phase of the design process.

IV. Design Guidelines

The District will require the A/E to integrate sustainable principles/design into the District’s
projects. The A/E shall apply/utilize standards found in the Leadership in Energy &
Environmental Design Green Building Rating System, Declare, Cradle to Cradle or other
nationally recognized sustainability program/certification. The District may consider
pursuing LEED or other sustainability program/certification. The District may engage the
services on an independent commission agent/authority.

The A/E shall integrate District’s vision for teaching & learning concepts into the program
and design of all projects.
The A/E shall include options in the program and design to expand District’s options for
community access and use of facilities.

V. Project Construction Timeline-November 2017 thru August 2021

5
VI. RFP Timeline

RFP issued for Eastwood and Westlane Middle Schools August 2, 2017
Information Meeting and Tour - Eastwood MS August 14, 2017
4401 East 62nd Street, Indianapolis, IN 46220 4:45 PM
Information Meeting and Tour - Westlane MS August 15, 2017
1301 West 73rd Street, Indianapolis, IN 46260 4:45 PM
Last date/time to submit questions regarding RFP August 18, 2017
Proposals due to District August 25, 2017
Notify A/E(s) of invitation to participate in presentation/interview August 31, 2017
A/E(s) Interview/Presentations TBD
Notification to selected firm(s) for projects(s) TBD
Contracts/negotiations finalized September 15, 2017
Approval of A/E Contract by MSDWT Board of Education September 27, 2017
7:00 PM

VII. A/E Profile

Respondents to this RFP shall include the following minimum information in their proposal:

a. General qualifications: describe the general qualifications of A/E).

b. Special qualifications: describe any special or unique qualifications of A/E as they relate
to this project including, but not limited to, sustainable/green building design and
school facility designs.

c. Staff qualifications: submit resumes showing relevant experience of key personnel to be

assigned to this project. Specify the role of each key staff member in the project.

d. Previous experience: provide a list of clients, including name, address, contact person
and telephone number for whom similar or related design services (for elementary and
middle school facilities) that have been provided within the last ten (10) years. Include a
short description of the project(s), the name of the project manager(s), and other staff
members that were assigned and their role(s) in the project.

VIII. Proposal Response

6
 Respondents to this RFP shall include the following minimum information in their proposal:

a. Describe how A/E will organize and perform the work described in the Scope of Services
section. List the names of any sub-consultants that are intended to be used on the
project and the specific services to be provided the sub-consultant(s).

b. Describe A/E’s understanding of the project and the planned approach to achieve the
goals of the project. Submittal shall include a listing of contemplated tasks and number
of estimated hours by personnel classification/discipline for each phase of the project.

c. Describe sustainable or “green” design experience as well as experience working with

Focus on Energy.

d. Include conceptual time schedules and related expectations/obligations of the District

needed to complete the scope of work specified based on occupancy for all projects by
September 2021.

e. Provide a fee proposal using the attached fee proposal spreadsheet. Fees shall include
ALL meetings needed to successfully complete this project and ALL reimbursable costs
other than plan/document printing costs (incurred for this bidding phase of the
project) and required plan submittal fees.

f. Provide a description of any possible additional related costs and/or fees (not included
in your base fee) that the District might incur as a result of this design process.

g. Provide a description of monthly status reports, e.g. project timeline, deliverables, costs
incurred to date, and costs to project timeline.

h. Consultant / Supplier Diversity inclusion in the present RFP and past projects.

IX. Proposal Evaluation/Selection Process / Agreement Award

The responses will be reviewed an evaluation panel consisting of individuals selected by the
District. Responding A/E(s) will bear all costs of this RFP and interviews, if any.

Proposals will be reviewed using the following criteria /elements:

o Conciseness, responsiveness and completeness of the proposal to the information
requested, objectives, and deliverables as outline in the RFP
o Consultant / Supplier Diversity inclusion
o Fee Proposal / Cost: Overall fee / billing rates
o Prior experience, Qualifications, References, Past Performance of A/E
o Experience / Expertise in K-12 School Projects
7
 o Experience with Sustainable or “Green” Design
o Level of Innovation with a Focus on our Educational Vision
o A/E’s Technological Capabilities (to manage this project in a paperless or almost
paperless manner)

At the District’s discretion, to further assist in evaluation, some, one, or all of the responding
A/E(s) and/or individuals may be requested to participate in an interview process. The interview
will be used as another opportunity to clarify any issues within a given Proposal and explore the
approaches that may be used to satisfy all requirements for the District.

A/E(s) shall submit fee proposal using the Fee Proposal Form provided with this RFP. At the
District’s discretion, it may directly negotiate with the best qualified A/E on final scope and fee.

The District may also consider alternative proposals to provide A/E services if there is an
opportunity for substantive savings (without adversely affecting the project timeline or quality)
and other significant benefits (to be clearly articulated by the proposer and be measureable)
accruing to the District.

The District may investigate the qualification of any individual or A/E under consideration,
require confirmation of information furnished and require additional evidence of qualifications
to perform the services described in this RFP. The District also reserves certain rights, including,
but not limited to, the following:

a. Reject any or all of the proposals

b. Issue subsequent Requests for Proposals
c. Cancel the entire Request for Proposal
d. Remedy technical errors in the Request for Proposal process
e. Appoint evaluation committees to review qualifications and proposals
f. Seek the assistance of outside technical experts in evaluation
g. Approve or disapprove the use of particular subcontractors
h. Establish a short list of A/E(s) eligible for discussions after review of RFP
i. Negotiate with any, all, or none of the A/E(s)
j. Solicit best and final offers from all, some, or one of the A/E(s)
k. Award a contract to one or more A/E(s)
l. Waive informalities and irregularities in RFP
m. Award without discussion

Selection will be based upon a determination as to which proposal is in the best interest of the
Metropolitan School District of Washington Township. Any decision made by the District,
including the selection of A/E, shall be final and is NOT subject to appeal.

This RFP shall not, in any manner, be construed to be an obligation on the District to enter into
a contract or result in any claim for reimbursement of cost for any efforts expended in
responding to the RFP or in anticipation of any contract.

8
 Award of Agreement. Upon the completion of the selection process, the District shall notify all
A/E(s) of the selection and the successful A/E shall enter into the District’s AIA Document B132 -
2009 Standard Form of Agreement Between Owner and Architect, Construction Manager as
Adviser Edition, as modified by the District and included in these RFP Documents (the
“Agreement”). The Agreement includes AIA Document A232 – 2009 General Conditions of the
Contract for Construction, Construction Manager as Advisor Edition modified by the District and
is available for review upon A/E’s request to District. A/E’s Proposal and Fee shall be based on
the terms of the Agreement as contained herein and the modified General Conditions without
qualification or exception.

X. Submittal Requirements

Any questions concerning this RFP must be submitted via e-mail on or before
August 18, 2017 at 1:00 PM to:

Marvin Murdock, Owner’s Representative

E-mail: [email protected]

Responses to RFP shall be received by the District no later than 2:00 PM on

August 25, 2017. Six (6) copies of your proposal are requested.

Marvin Murdock, Owner’s Representative

Metropolitan School District of Washington Township
8550 Woodfield Crossing Blvd.
Indianapolis, IN 46240.

Proposal shall be marked “Proposal for Middle School Architectural & Engineering Design
Services” and shall clearly identify the A/E submitting the proposal.

Proposals received after the date and time specified will be returned unopened.
All proposals will become property of the MSDWT.

METROPOLITAN SCHOOL DISTRICT OF WASHINGTON TOWNSHIP

Architectural & Engineering Services RFP
FEE PROPOSAL FORM

9
Name of A/E: ____________________________________________________________

Address: ____________________________________________________________

____________________________________________________________

Contact: ____________________________________________________________

Telephone: ____________________________________________________________

Fax: ____________________________________________________________

E-mail: ____________________________________________________________

Please state the fees for this project below:

FEE FOR ALL PHASES OF PROJECT – Vision and Pre-Design (Phase 1), Conceptual / Schematic Design
(Phase II), Design Development (Phase III), Construction Documents (Phase IV), Bidding and Contract
Award (Phase V) and Construction Administration, Project Closeout and Warranty (Phase VI). The Fee
shall be expressed as a flat dollar of total construction costs for the Project (the only allowable
reimbursable will be plan submittal fees and plan printing costs in the Bidding & Contract Award phase
– all other costs are within the Fee of: $_________________

The undersigned attests that the information contained within the proposal is accurate to the best of
his/her knowledge, and that the A/E he/she represents. If selected, agrees to incorporate the
requirement of this RFP in the final contract with the District.

Signature of Person Authorized to Submit Proposal: ____________________________________

Typed Name of Signature Above: ____________________________________

10
 Document 8132™- 2009
Standard Form of Agreement Between Owner and Architect, Construction Manager as
Adviser Edition

AGREEMENT made as of the _ _ day of" _ _ _" in the year 2017.

(in words, indicate day, month and year.) ADDITIONS AND DELETIONS:
The author of this document has
BETWEEN the Architect's client identified as the Owner: added information needed for its
(Name, legal status, address and other information) completion. The author may also
MSD ofWashington Townsh ip have revised the text of the original
8550 Woodfield Crossing Blvd. AlA standard form. An Additions and
Indianapolis, IN 46240 Deletions R eport that notes added
(3 17) 205-3333 (E>..i 77189) information as well as revisions to
(3 17)-205-3385 (Fax) the standard form text is available
from the author and should be
and the Architect: reviewed. A vertical line in the left
(Name, legal status, address and other it?formation) margin of this document indicates
where the author has added
necessary information and where
the author has added to or deleted
from the original A lA text.

for the following Project: This document has important legal

consequences. Consultation with an
(Name, location and detailed descriplilm) attorney is encouraged with respect
to its completion or modification.

This document is intended to be

used in conjunction with AlA
Documents A 132T"'-2009, Standard
The Construction Manager: Form of Agreement Between Owner
(Name, legal status. address and olher il?formation) and Contractor . Construction
Manager as Adviser Edition;
A232 T"'-2009, General Conditions
of the Contract for Construction,
Construction Manager as Adviser
The Owner and Architect agree as follows. Edition; and C132™-2009,
Standard Form of Agreement
Between Owner and Construction
Manager as Adviser.

AlA Document A232™-2009 is

adopted in this document by
reference. Do not use with other
general conditions unless this
document is modified.

AlA Document B1 32'M- 2009 (formerl y 814 1 TMCMa- 1992). Copyright © 1992 and 2009 by The American Institute of Architects. All rights reserved.
Init. WARNING: This AlA" Document is prot ected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of t his AIAf, 1
Document, or any portion of it, may result in severe civil and criminal penalt ies, and will be prosec uted to the maximum extent possible under the law.
This document was produced by AlA software at 13:26:47 on 08/01/201 7 under Order No.2341018896_1 which expires on 01 /01/2018, and is not for resale.
User Notes: (1232093781 )
 TABLE OF ARTICLES

1 INITIAL INFORMATION

2 ARCHITECT'S RESPONSIBILITIES

3 SCOPE OF ARCHITECT'S BASIC SERVICES

4 ADDITIONAL SERVICES

5 OWNER'S RESPONSIBILITIES

6 COST OF THE WORK

7 COPYRIGHTS AND LICENSES

8 CLAIMS AND DISPUTES

9 TERMINATION OR SUSPENSION

10 MISCELLANEOUS PROVISIONS

11 COMPENSATION

12 SPECIAL TERMS AND CONDITIONS

13 SCOPE OF THE AGREEMENT

ARTICLE 1 INITIAL INFORMATION

§ 1.1 This Agreement is based on the Initial Information set forth in this Section 1.1.
(Note the disposition fo r the fo llowing items by inserting the requested if!f'ormation or a statemem such as "not
applicable, " "unknown at time ofexecution" or "to be determined later by mutual agreement.")

§ 1.1 .1 The Owner's program for the Project:

(Jdent(fy documentation or state the manner in which the program will be developed.)

§ 1.1.2 The Project's physical characteristics:

(Jdent(fy or describe. if appropriate, size, location, dimensions, or other pertinent inf ormation, such as geotechnical
reports; site, boundmy and topographic surveys; traffic and utility studies; availability ofpublic and private utilities
and services; legal description ofthe site; etc.)

§ 1.1.3 The Owner 's budget for the Cost of the Work, as defined in Section 6.1:
(Provide total and, if known, a line item breakdown.)
§ 1.1.4 The Owner' s anti cipated design and construction schedul e:
.1 Design phase milestone dates, if any:

.2 Commencement of construction:

AlA Document 8132' "- 2009 (formerly B141'"CMa -1992) . Copyright © 1992 and 2009 by The American Institute of Architects. All rights reserved.
Init. WARNING : This Al ~ Document is p rotected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this A lA ~ · 2
Document, or any portion of it, may result In severe civil and criminal penalt ies, and will be prosecuted to the maximum extent possible under the law.
This document was produced by AlA software a\ 13:26:47 on 08/01/2017 under Order No.2341018896_1 which expires on 01/01/2018, and is not for resale.
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 .3 Substantial Completion date or milestone dates:

.4 Other:

TBD

§ 1.1.5 The Owner intends to retain a Construction Manager a dviser and:

(Note that. if Multiple Prime Contractors are used. the term "Contractor" as referred to throughout this Agreement
will be as if plural in number.)

[) Contractor (which includes other separate Contractors as determined by Owner)

[X] Multiple Prime Contractors ("Contractors")

[ ] Unknown at time of execution

§ 1.1.6 The Owner's requirements for accelerated or fast-track scheduling, multiple bid packages, or phased
construction are set forth below:
(List number and type ofbid/procurement packages.)

§ 1.1.7 Other Project information:

(!dent!f.i' special characteristics or needs r!f"the Project not provided elsewhere. such as environmentally responsible
design or historic preservation requiremems.)

§ 1.1.8 The Owner identifies the following representative in accordance with Section 5.4:
(List name. address and other information.

Mr. Marvin Murdock

Owners Representative
MSD of Washington Townsh ip
8550 Woodfield Crossing Blvd.
Indianapolis, IN 46240
(317) 205-3333 (Ext 77189)
(317 205-3385 (Fax)
In the event that the Owner's Designated Representative is terminated, or otherwise unavailable, the Owner shall
designate a replacement representative in writing.

§ 1.1.9 The persons or entities, in addition to the Owner's representative, who are required to review the Architect's
submittals to the Owner are as follows:
(List name, address and other information.)

CONSTRUCTION MANAGER

§ 1.1.1 0 The Owner will retain the following consultants and shall endeavor to comply with all equal employment
opportunity programs and as required by Article I 0.15 herein:
(List name, legal status. address and other if1formation.)
AlA Document B132TM- 2009 (formerly 8141 " ' CMa -1992). Copyright© 1992 and 2009 by The American Institute of Architects. All rights reserved.
Init. WARNING : This Al ~ · Document is protected by U.S. Copy right Law and International Treaties. Unauthorized reproduction or distribution of this AlA"
Document, or any portion of it , may result in severe civ il and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
3
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 .1 Construction Manager: The Construction Manager is identified on the cover page.

.2 Cost Consultant (if in addition to the Construction Manager):

({(a Cost Consu/ta/11 is retained, appropriate references to the Cost Consultallf should be inserted in
Sections 3.2.6, 3.2. 7, 3.3.2, 3.3.3. 3. ./.5, 3.4.6, 5.4. 6.3, 6. 3. 1, 6..f and 11.6.)

.3 Land Surveyor:

.4 Geotechnical Engineer:

.5 Civil Engineer:

.6 Other consultants:
(List any other consultants retained by the Owner, such as a Project or Program Manager, or
scheduling consultant.)

§ 1.1.11 The Architect identifies the following representative in accordance with Section 2.3:
(List name, address and other information.)

§ 1.1.1 2 The Architect will retain the consultants identified in Sections 1.1.1 2. 1 and 1.1.1 2.2:
(List name. legal status, address and other il!/imnation)

§ 1.1.12.1 Con sultants retained under Basic Services:

.1 Associate Architect and Interior Design:

.2 Civi l Engineer:

.3 Landscape Architect:

.4 Structural Engineer

.5 Mechanical and Technology Design:

.6 Plumbing and Electrical Design:

.7 Educational Programming:

AlA Document B132TM- 2009 (fonnerly 8141 TMCMa - 1992). Copyright © 1992 and 2009 by The American Institute of Architects. All rights reserved.
I nit. WARNING: This AIAo; Document is p rotected by U.S. Copyright Law and International Treat ies. Unauthorized reproduction or distribution of this Al A" 4
Document , or any portion of it, may result in severe civ il and cr iminal penalties, and will be prosecuted to the maximum ext ent poss ible under the law.
This document was produced by AlA software a\1 3:26:47 on 081011201 7 under Order No.2341 018896_1 which expires on 01101/2018, and is not for resale.
Us er Notes : (1 232093781 )
 .8 Food Service Design :

§ 1.1.12.2 Consultants retained under Additional Services:

NONE

§ 1.1.13 Other In itial Information on which the Agreement is based:

TBD
§ 1.2 The Owner and Architect may rely on the Initial Information. Both parties, however, recognize that such
information may materially change. The Architect shall be entitled to rely on the accuracy and completeness of
information furnished by the Owner unless the Architect had cause to not so rely. The Architect shall provide
prompt written notice to the Owner if the Architect becomes aware of any errors, omissions or inconsistencies in
such information . Ifthe Owner observes or otherwise becomes aware of any defect in the Project, it shall give
prompt written notice thereof to the Arch itect.

ARTICLE 2 ARCHITECT'S RESPONSIBILITIES

§ 2.1 The Architect sha ll provide the professional services as set forth in this Agreement and described in The
General Con ditions of the Contract for Construction as modified and supplemented AlA Document A232 (2009
Edition) and incorporated by reference as if set forth herein in fu ll.

§ 2.2 The Architect's services shall be performed consistent with professional ski ll and care ordinarily provided by
Architects with experience with projects similar to these Projects practicing in the same or similar locality and under
the same or similar circumstances and consistent with the orderl y progress of the Work. The Architect shall submit
for the Owner 's approval and the Con struction Manager's information a schedule for the performance of the
Arch itect's services which may be adjusted as the Projects proceed. and shall include a11owances tor periods of time
required to r the Own er and Constructi on Manager's review and for approval of submissions by authorities hav ing
jurisdiction over the Projects. Time limits established herein shall not. except for reasonable cause. be exceeded by
the Architect. The Own er sha11 be entitled to reasonabl y rely on the accuracy and completeness of services and
information provided by the Architect.

§ 2.3 The Architect shall provide its services in conjunction with the services of a Construction Manager as
described in the m odified AlA Document C132nL2009, Standard Form of Agreement Between Owner and
Construction Manager. The Arch itect shall not be responsible for actions taken by the Construction Manager.

§ 2.4 Th e Architect shall identify a representativ e authorized to act on behalf of the Architect with respect to the
Project.

§ 2.5 Except with the Owner' s knowl edge and consent, the Architect shall not engage in any acti vity, or accept any
employment, interest or contribution that would reason ably appear to compromise the Architect's professional
judgment with respect t o this Project.

(Paragraphs deleted)
§2.61NSURANCE
§2.6.1 The Architect shall purchase and maintain from an insurance company or insurance companies lawfully
authorized to do business in Indiana policies of insurance acceptable to the Owner , in a form and substance
reasonably satisfactory to the Owner, which afford the coverages set forth in Section 2 .6.2 below. This insurance
shall be written for not Jess than the limits of liability specified in Section 2.6.2 or required by law, whichever
coverage is greater. Certified copies of all insurance policies or, with the Owner 's consent, Certificates of
Insurance acceptable to the Owner sha ll be given to the Owner prior to commencement of the services. Each policy
must be endorsed to provide that the policy will not be cancelled or allowed to expire until at least thirty (30) days'
prior written notice has been provided to the Ovvner.

§2.6.2 The required coverages and limits wh ich the Architect is required to obtain are as follows:

AlA Document 6132"'- 2009 (formerly 6141 r"CMa- 1992). Copyright © 1992 and 2009 by The American Institute of Architects. All rights reserved.
Init. WARNING: This Al ~ Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA' 5
Document, or any portion of it, may result In sev ere c ivil and criminal penalties, and will be prosecuted t o the maximum extent possible under the law.
This document was produced by Al A software at 13:26:47 on 08/01/2017 under Order No.2341018896_ 1 which expires on 01/ 01/2018, and is not for resale
User Notes: (1232093781)
 .1 COMMERCIAL GENERAL LIABILITY

a. General Aggregate (including Completed Operations) $2,000,000.00

Each occurrence $1,000.000.00
General Aggregate $2,000.000.00
b. Bodily Injury & Property Damage (Combined Single Limit I
Per OccuJTen ce)
$ 1,000,000.00
c. Personal I Advertising Injury (Per Occun-ence) $1,000,000.00

The Commercial General Liability Policy must be endorsed to provide that the general aggregate amount
applies separately to each of Architect 's separate projects. ISO Endorsement CG2503 Per Project
Endorsement or its equivalent shall be used to satisfy this requirement. .

.2 COMMERCIAL AUTO LIABILITY (Owned, Non-Owned and Hired)

Bodily Injury & Property Damage (Per Occurrence) $ 1,000,000.00

.3 WORK ER'S COMPENSATION AND EM PLOYERS' LIABILITY

Coverage A (Worker's Compensation)- Statutory Minim wn Requirements
Coverage B (Employers Liability) - $500,000/each accident; $500,000 Disease- each
employee; $500,000 Disease policy limit.

.4 EXCESS LIABILITY (Umbrella Form)

Each Occun-ence $5,000,000.00

.5 PROFESSIONAL LIABILITY INSURANCE. TI1e Architect shall can-y and maintain durin g the
continuance of this Agreement, professional liability insurance in the amount of$5.000,000 for sing le
limit claims and $5.000,000 in the aggregate. The Architect's policy of insurance shall contain prior
acts coverage sufficient to cover all services performed by the Architect for th is Project. Upon
Owner's request. Architect shall g ive prompt written noti ce to Owner of any and all claims made
against th is policy during the period in which this policy is required to be maintained pursuant to th is
Agreement. If the insurance is written on a claims-made basis and coverage is cancelled at any time,
the Architect wi ll obtain, at its cost, an extended reporting endorsement which provides continuing
coverage for claims based upon alleged acts or omissions during the term of the Agreement until all
applicable statute of limitation peri ods have expired.

All coverage provided above shall be endorsed to include the Owner, as Additional Insured except for the Worker' s
Compensation/ Employer's Liability and Professional Liability policies. ISO forms CG 2010 07 04 and CG 2037
or equivalent endorsement forms must be used on the commercial general liability policy to provide add itional
insured status to the Owner. and shall include coverage for completed operations. The policies for which th e
Owner is nam ed as additional insured shall provide primary and non-contributing coverage and any valid and
collectible insurance cmTied separately by the Owner shall be in excess of the limits provided by such policies and
shall be non-contributory. All insurance requirements and limits contained in this Section 2.6 app ly to all of
Architect's consultants and the Architect is responsible to verify those insurance requirements and limits, or seek
approva l through th e Arch itect from th e Owner for alternative coverage or reduced limits. TI1e commercial general
liability, automobile liability, and workman' s compensation policies must be endorsed to provide a waiver of
subrogation in favor of Owner.

§2.6.3 The Architect hereby agrees to deliver to the Owner, within ten (10) days of the date of the Owner-Architect
Agreement and prior to bringing any equipment or personnel onto the site of the Work or the Project site, certified
copies of all insurance policies procured by the Architect under or pursuant to this Section or, with consent of the
Owner, Certificates oflnsurance in form and substance satisfactory to the Owner evidencing the required coverages
w ith limits not less than those specified in the Agreement.

§ 2.6.4 In no event shall any failure of the Owner to receive certified copies or certificates of policies required under
this Section or to demand recei pt of such certified copies or certificates prior to the Architect' s commencing th e
services be construed as a waiver by the Owner of the Architect's obligations to obtain insmance pursuant to this
AlA Document B132'M - 2009 (formerly 8141 TMCMa- 1992). Copyright © 1992 and 2009 by The American Institute of Architects. All rights reserved.
Init. WARNING : This Al A" Document is protected by U.S. Copyright Law and Int ernational Treaties. Unauthorized reproduction or distribution of this AIAfe 6
Document, or any portion of it , may result in severe civ il and criminal penalties, and will be prosecuted to the maximum extent possible under the law .
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 Section 2.6. The obligation to procure and maintain any in surance required is a separate responsibility of the
Architect and independent of the duty to furnish a cettified copy or cetiificate of such insurance policies.

§ 2.6.5 The Architect's policies of insurance shall contain prior acts coverage sufficient to cover all services
performed by the Arcitect for this Project and shall provide primary and non-contributory coverage. Any insurance
by th e Owner shall be considered excess and non-contributory. Deductibles shall be paid by the Architect. Upon
Owner' s request, Architect shall give prompt written notice to Owner of any and all claim s made against this policy
during the period in wh ich this policy is required to be maintained pursuant to this Agreement.

(Paragraph deleted)
ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES
§ 3.1 The Architect's Basic Services consist of those described in A1ii cle 3 and include usual and customary
structural, mechanical, and electrical engineering services. Services not set forth in this Article 3 are Additional
Services.

§ 3.1.1 The Architect shall manage the Arch itect's services, consult with the Owner and the Construction Manager,
research applicable design criteria, attend Project meetings, communicate wi th members of the Project team and
repmi prot;,rress to the Owner.

§ 3.1.2 The Architect shall coordinate its services with those services provided by the Owner, the Construction
Manager and the Owner's other consultants. The Architect shall be entitled to rely on the accuracy and completeness
of services and information furni shed by the Owner, the Construction Manager, and the Owner' s other consultants.
The Architect shall provide prompt wr itten notice to the Owner ifthe Arch itect becomes aware of any error,
omission or inconsistency in such services or information .

§ 3.1.3 As soon as practicable after the date ofthis Agreement, the Architect shall submit to the Owner and the
Construction Manager a schedule ofthe Architect's services for inclusion in th e Project schedule prepared by the
Construction Manager. The sched ule of the Architect' s services shall include design milestone dates. anticipated
dates when cost estimates or design revi ews may occur, and a llowances for periods of tim e required (I) for th e
Owner's review. (2) for the Construction Manager's rev iew. (3) for the performance of the Owner's con sultants, and
(4) for approval of submissions by authorities having jurisdiction over the Project.

§ 3.1.4 The Architect shall subm it information to the Construction Manager and participate in developing and
revising th e Project sched ule as it relates to the Architect's services.

§ 3.1.5 Once the Owner and the Architect agree to th e time limits established by th e Project schedule, th e Owner and
the Architect shall not exceed them, ex cept for reasonable cause.

§ 3.1 .6 The Architect shall not be responsible for an Owner's directive or substitution, or for the Owner's acceptance
of non-conforming Work, made without the Architect's approval.

§ 3.1.7 The Architect shall, at appropriate times, in coordination with the Construction Manager, contact the
governmental a uthorities required to approve the Construction Documents and the entities providing uti lity services
to the Project. In designing the Project, the Arch itect shall respond to applicable design requirements imposed by
such governmental authorities and by such entities providing utility services.

§ 3.1.8 The Architect shall assist the Owner and Construction Manager in connection with the Owner's
responsibility for filing documents required for the approval of governmental author ities having jurisdiction over the
Project.

§ 3.2 Schematic Design Phase Services

§ 3.2.1 The Architect shall review and va lidate the program of space requirements and other information fumished
by the Owner and Construction Manager, and shall r eview laws, codes, and r egulations applicable to the Architect's
services. The Arch itect shall review the program, schedule and construction budget to ascertain the requirements for
the Project and shall aiTive at a mutua l understanding of such requirements with the Owner and Construction
Manager and modify if and as required . Based on the cost estimates, th e Architect to prepare all necessary

AlA Document 8132'"' - 2009 (formerly 8141 r"'CMa- 1992). Copyright © 1992 and 2009 by The American Institute of Architects. All rights reserved.
Init. WARNING : Th is A lA® Document is prot ected by U.S. Copyrig ht Law and Internat ional Treaties . Unaut horized reprod uct ion or distribution of t his AlA"' 7
Document, or any portion of it , may result In severe c ivil and criminal penalties, and will be prosecuted to t he maximum extent possible under t he law.
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 drawings. specifications and other documents required for the construction and completion of the Pr ~ject based on
the Project' s budget.

§ 3.2.2 The Architect shall prepare a preliminary evaluation of the Owner's program , schedule, budget for the Cost
of the Work. Project site, and the other Initial Information. each in terms of the other, to ascertain the requirements
of the Project. The Architect shall notify the Owner of (1) any inconsistencies discovered in the information. and (2)
other information or consulting services that may be reasonably needed for the Project.

§ 3.2.3 The Architect shall present its preliminary evaluation to the Owner and Construction Manager and shall
discuss with the Owner and Construction Manager alternative approaches to design and construction of the Project,
including the feasibi lity of incorporating environmentally responsible design approaches. The Architect shall reach
an understanding with the Owner regarding the requirem ents of the Project.

§ 3.2.4 Based on the Project requirements agreed upon with the Owner, the Architect shall prepare and present to the
Owner and Construction Manager, for the Owner' s approval, a preliminary design illustrating the scale and
relationship of the Project components.

§ 3.2.5 Based on the Owner's approval of the preliminary design, the Architect shall prepare Schematic Design
Documents for the Owner's approval and the Construction Manager's review. The Schematic Design Documents
shall consist of drawings and other documents incl uding a site plan and preliminary building plans, sections and
elevations; and may include some combination of study models, perspective sketches, or digital modeling. The
Schematic Design Document shall provide options for size, location and configuration of the Owner approved
prototype design on each site. Preliminary selections of major building systems and construction materials shall be
noted on the drawings or described in writing. Architect shall prepare written description of structural, mechanical,
electrical, plumbing and technology work along with preliminary layouts as needed for cost estimating.

§ 3.2.5.1 The Architect shall consider environmentally responsible desi&'ll alternatives. such as material choices and
building orientation. together with other considerations based on program and aesthetics, in developing a design that
is consistent with the Owner's program. schedule and budget for the Cost of the Work.

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

§ 3.2.6 The Architect shall submit the Schematic Design Documents to the Owner and the Construction Manager.
The Architect shall meet with the Owner and Construction Manager to review the Schematic Design Documents and
the schematic cost estimate prepared by the Construction Manager. If the schematic cost estimate exceeds the
Project Budget, Architect shall discuss with Owner and Construction Manager potential cost reduction options and
modi f)' the Schematic Design Documents

§ 3.2.7 Upon receipt of the Construction Manager's review comments and Construction Manager's schematic cost
estimate at the conclusion of the Schematic Design Phase, the Architect shall take action as required under Section
6.4, identify agreed upon adjustments to the Project's size, quality or budget, and request the Owner's approval of
the Schematic Design Documents. lfrevision s to the Schematic Design Documents are required to comply with the
Owner's budget for the Cost of the Work at the conclusion of the Schematic Design Phase, the Architect shall
incorporate the required revisions in the Design Development Phase.

§ 3.2.8 In the furth er development of the Drawings and Specifications during this and subsequent phases of design,
the Architect shall be entitled to rely on the accuracy of the estimates of the Cost ofthe Work, which are to be
provided by the Construction Manager under the Construction Manager's agreement with the Owner.

§ 3.3 Design Development Phase Services

§ 3.3.1 Based on the Owner's approval of the Schematic Design Docwnents, and on the Owner' s authorization of
any adjustments in the Project requirements and the budget for the Cost of the Work pursuant to Section 5.4, the
Architect shall prepare Design Development Documents for the Owner's approval and the Con struction Manager's
review. The Design Development Documents shall be based upon information provided, and estimates prepared by,
the Construction Manager and shall illustrate and describe the development of the approved Schematic Design
AlA Document 8132"' - 2009 (formerly B141fMCMa -1992). Copyright © 1992 and 2009 by The American Institute of Architects. All rights reserved.
Init. WARNING : This A l A ~ ' Document is prot ected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or dist ribution of this AIAt·
Doc ument, or any portion of it, may result In severe civil and c riminal penalties, and will be prosecuted to the maximum extent possible under th e law.
8
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 Documents and sha ll consist of drawings and other documents including plans, section s. elevations, typical
construction details, and diagrammatic layouts of building systems to fix and describe the size and character of the
Project as to architectural, structuraL mechanical and electrical systems, and such other elements as may be
appropriate. The Design Development Documents shall include detailed layouts of the site plans and the floor plan
with furniture and equipment. The Design Development Documents shall also include outline specifications that
identifY major materials and systems and establish in general their quality levels. Architect's Design Development
documents sh al l include interior and exterior renderings.

§ 3.3.1.1 The Architect shall commence the process to select interior finishes, pattems and colors for each Project
and review with the Owner on a regular basis until the process is complete.

§ 3.3.1.2 The Architect shall direct the preparation of civil, landscape architecture, structural, mechanical, electrical,
plumbing and technology work as required for the Project along with required narrative information as needed for
estimating th e Cost of the Work.

§ 3.3.2 Prior to the conclusion of the Design Development Phase, the Architect shall submit the Design
Development Documents to the Owner and the Construction Manager. The Architect shall meet with the Owner and
Construction Manager to review the Design Development Documents and estimate of the Cost of the Work. If the
cost estimate exceeds the Project Budget, the Architect shall discuss potential cost reduction options with the Owner
and Construction Manager and modifY the Design Development Documents as r equired.

§ 3.3.3 Upon receipt of the Construction Manager's information and est imate at the conclusion of the Design
Development Phase, the Architect shall take action as required under Sections 6.5 and 6.6 and request the Owner's
approval of the Design Development Documents.

§ 3.4 Construction Documents Phase Services

§ 3.4.1 Based on the Owner 's approval of the Design Development Documents, and on the Owner's authorization of
any adjustments in th e Project requirements and the budget for the Cost of the Work. th e Architect shall prepare
Construction Documents for the Owner's approval and th e Construction Manager's review. The Constructi on
Documents shall illustrate and describe the fu rth er developm ent of the approved Design Development Documents
and shall consist of Drawings and Specifications setting forth in detai l the quality levels of materials and systems
and other requirements for the construction of the Work. The Owner and Architect acknowledge that in order to
construct the Work the Contractor will provide additional information, including Shop Drawings, Product Data,
Samples and other similar submittals, which the Architect shall review in accordance with Section 3.6.4.

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

§ 3.4.3 During the development of th e Construction Documents, if requested by the Owner, the Architect shall assist
the Owner and the Construction Manager in the development and preparation of (I) bidding and procurement
information that describes the time, place and conditions of bidding, including bidding or proposal form s; (2) the
form of agreement between the Owner and Contractor; and (3) the Conditions of th e Contract for Construction
(General, Supplementary and other Conditions); and (4) compile a project manual that includes the Conditions of the
Contract for Construction and may include bidding requirements and sample form s.

§ 3.4.4 Prior to the conclusion of the Construction Documents Phase, the Architect shall submit the Construction
Documents to the Owner and the Construction Manager. The Architect shall meet with the Owner and Construction
Manager to review the Construction Documents at fifty percent (50%) and ninety-five percent (95%) completion.

§ 3.4.5 Upon receipt of the Construction Manager' s information and estimate at the conclusion of the Construction
Documents Phase, the Architect shall take action as required under Section 6. 7 and request the Owner's approval of
the Construction Documents.

§ 3.4.6 The Architect shall prepare early bidding packages for each Project in conjunction with Construction
Manager's requirements to include site, foundations, structural steel and under-slab utilities.

AlA Document 8132"'- 2009 (formerly B141'MCMa -1992). Copyright© 1992 and 2009 by The American Institute of Architects. All rights reserved.
Init. WARNING: This Al ~ · Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of th is A l A ~ · 9
Document, or any portion of it, may result In severe civil and criminal penalties, and w ill be prosecuted to the maximum extent possible under the law.
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User Notes: (1 232093781)
 § 3.5 Bidding Phase Services
§ 3.5.1 General
Following the Owner's approval ofthe Construction Documents, the Architect shall assist the Owner and
Construction Manager in (I) obtaining competitive bids ; (2) confirming responsiveness of bids; (3) determining the
successful bidder, if any; and (4) awarding the contracts for construction, including early bidding packages in
conjunction with Construction Managers' requirements.

§ 3.5.2 Competitive Bidding

§ 3.5.2.1 Bidding Documents shall consist ofbidding requirements and proposed Contract Documents.

§ 3.5.2.2 The Architect shall assist the Owner and Construction Manager in bidding the Project by
.1 facilitating the reproduction of Bidding Documents for distribution to prospective bidders,
.2 participating in a pre-bid conference for prospective bidders, and
.3 preparing responses to questions fi·om prospective bidders and providing clarifications and
interpretations ofthe Bidding Documents in the form of addenda.

§ 3.5.2.3 The Architect shall consider requests for substitutions, if the Bidding Documents permit substitutions, and
shall consult with the Construction Manager and prepare and distribute addenda identifYing approved substitutions
to all prospective bidders.

(Paragraphs deleted)
§ 3.6 Construction Phase Services
§ 3.6.1 General
§ 3.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set
forth below and in the modified AlA Document A232™- 2009, General Conditions of the Contract for Construction,
Construction Manager as Adviser Edition. If the Owner and Contractor modifY AlA Document 232-2009, those
modifications shall not affect the Architect's services under this Agreement, unless the Ovvner and Architect amend
this Agreement.

§ 3.6.1.2 The Architect shall advise and consult with the Owner and Construction Manager during the Construction
Phase Services unti I final pa)~net to the Contractors are due and all punch list items are complete and the
Certification of Substantial Completions for each Project is issued. The Architect shall have authority to act on
behalf of the Owner only to the extent provided in this Agreement. The Architect shall not have control over, charge
of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for safety
precautions and programs in connection with the Work, nor shall the Architect be responsible for the Contractor's
failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be
responsible for the Architect's negligent acts or omissions, but shall not have control over or charge of, and shall not
be responsible for, acts or omissions of the Construction Manager, or the Contractor or of any other persons or
entities performing portions of the Work.

§ 3.6.1.3 Subject to Section 4.3, the Architect's responsibility to provide Construction Phase Services commences
with the award of the Contract for Construction and terminates on the date the Architect issues the final Certificate
for Pa~net and after the one (I) year Contractor Warranty period.

§ 3.6.2 Evaluations of the Work

§ 3.6.2.1 The Architect shall visit th e site at intervals appropriate to the stage of construction, to become generally
familiar with the progress and quality of the portion ofthe Work completed, and to determine, in general, if the
Work observed is being performed in a manner indicating that the Work, when fully completed, will be in
accordance with the Contract Documents. The Architect shall also attend the Owner/Architect/Construction
Manager meetings and shall be available with reasonable promptness as needed to address other issues related to the
progress of construction. However, the Architect shall not be required to make exhaustive or continuous on-site
inspections to check the quality or quantity of the Work. On the basis of the site visits, the Architect shall keep the
Owner informed about the progress and quality of the portion of the Work completed, and report to the Owner and
the Construction Manager (I) known deviations from the Contract Documents and from the most recent construction
schedule, and (2) defects and deficiencies observed in the Work.

AlA Document B132 1 M - 2009 (formerly 8141 TMCMa- 1992). Copyright© 1992 and 2009 by The American Institute of Architects. All rights reserved.
Init. WARNING: This AlA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Al ~
Document, or any portion of it, may result in severe civil and criminal penalt ies, and will be prosec uted to the maximum extent possible under the Jaw.
1O
This document was produced by AlA software at 13:26:47 on 08/01/2017 under Order No.2341018896_1 which expires on 01/01/2018 , and is not for resale.
UserNotes: (1232093781)
 § 3.6.2.2 The Architect has the authority to reject Work that does not conform to the Contract Docum ents and shall
notify the Construction Manager about the rejection . Whenever the Architect considers it necessary or advisable
for implementing the intent of the Contract Documents, the Architect, upon written authorization from the Owner
and notification to the Construction Manager. shall have the authority to require inspection or testing ofthe 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 shal l give rise to a duty or responsibility of the Architect to the Contractor,
Subcontractors, material and equipment suppliers, their agents or employees or other persons or entities performing
portions of the Work.

§ 3.6.2.3 (Stricken)

§ 3.6.2.4 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable
fi·om the Contract Documents and shall be in writing or in the form of drawings approved by the Construction
Manager. When making such interpretations and decisions, the Architect shall endeavor to secure faithful
performance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for results of
interpretations or decisions rendered in good faith. The Architect's decisions on matters relating to aesthetic effect
shall be final if consistent with the intent expressed in the Contract Documents. The Architect shall assist the Owner
in matters relating to aesthetic effect and determine what course of action is consistent with the intent expressed in
the Conn·act Documents. The Owner and Consn·uction Manager, however, shall have final authority on all matters
relating to aesthetic effect.

§ 3.6.2.5 The Architect shall render decisions on Claims between the Owner and Contractor as provided in the
Conn·act Documents.

§ 3.6.3 Certificates for Payment to Contractor

§ 3.6.3.1 The Architect shall review and certify an application tor payment not more fi·equently than monthly.
Within seven (7) days after the Architect receives an application for pa;ment forwarded rrom the Construction
Manager, th e Architect shall review and certify the application as follows:

.1 Where there is only one Contractor responsible for performing the Work, th e Architect shall review
the Contractor's Application and Certificate for Payment that the Construction Manager has
previously reviewed and certified. The Architect shall certify the amount due the Contractor and shall
issue a Certificate for Payment in such amount.

.2 Where there are Multiple Prime Contractors responsible for performing different portions of the
Project, the Architect shall review a Project Application and Project Certificate for Payment, with a
Summary ofConn·actors' Applications for Payment, that the Construction Manager has previously
prepared, reviewed and certified. The Architect shall certify the amounts due the Contractors and
shall issue a Project Certificate for Payment in the total of such amounts.

§ 3.6.3.2 The Architect's certification for payment shall constitute a representation to the Owner, based on ( I) the
Architect's evaluation of the Work as provided in Section 3.6.2, (2) the data comprising the Contractor's
Application for Payment or the data comprising th e Project Application for Payment, and (3) the recommendation of
the Con struction Manager, that, to the best of the Architect' s knowledge, information and belief, the Work has
progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents.
The foregoing representations are subject (I) to an evaluation of the Work for conformance with the Contract
Documents upon Substantial Completion, (2) to results of subsequent tests and inspections, (3) to correction of
min or deviations from the Contract Documents prior to completion, and (4) to specific qualifications expressed by
the Architect. The Architect shall maintain a record of the Contractor' s Applications for Payment.

§ 3.6.3.3 The issuance of a Certificate for Payment or a Project 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 .
AlA Document 8 132"'- 2009 (formerly 8 141 "'CMa - 1992). Copyright © 1992 and 2009 by The American Institute of Architects. All rights reserved.
Init. WARNING : This Al ~ Doc ument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this A l A ~ · 11
Document, or any portion of it, may result in severe civil and criminal pen alties, and will be prosecuted to the maximum extent possible under the law.
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 § 3.6.3.4 The Architect shall maintain a record of the applications and certificates for payment.

§ 3.6.4 Submittals
§ 3.6.4.1 The Architect shall review th e Construction Manager' s Project submittal schedule and shall not
unreasonably delay or withhold approval. The Architect' s action in reviewing submittals transmitted by th e
Construction Manager shall be taken in accordance with the approved submittal schedule or, in the absence of an
approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect's
professional judgment to permit adequate review.

§ 3.6.4.2 In accordance with the Architect-approved Project submittal schedule, and after the Construction Manager
reviews, approves and transmits the submittals, the Architect shall review and approve or take other appropriate
acti on upon the Contractor's submittal s such as Shop Drawings, Product Data and Samples, but only for the limited
purpose of checking for conformance with inform ati on given and the design concept expressed in the Contract
Documents. Review of such submittals is not for the purpose of determining the accuracy and completeness of other
in formation such as dim ensions, quantities, and installation or performance of equipment or systems, which are the
Contractor' s responsibility. The Architect's review shall not constitute approval of safety precautions or. unless
otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequ ences or
procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item
is a component.

§ 3.6.4.3 If the Contract Documents specifically require the Contractor to provide professiona l design servi ces or
certifications by a design professional rel ated to systems, materials or equipment, the Architect shall specify the
appropriate performance and design criteria that such services must satisfy. The Architect shall review shop
drawings and other submittals related to the Work designed or certified by the design professional retained by the
Contractor that bear such professional 's seal an d signature when submitted to th e Architect. The Architect shall be
entit led to rely upon the adequacy. accuracy and completeness of the services, certifications and approvals
performed or provided by such design professionals.

§ 3.6.4.4 A Her receipt of the Construction Manager's recomm endations. the Archi.tect shall review and respond to
requests fl.)r information about the Contract Documents. The Architect, in consultation with the Construction
Manager, sha ll set forth in the Contract Documents th e requirements for requests for information. Requests for
information shall include, at a minimum, a detailed written statement that indicates the specific Drawings or
Specifications in need of clarification and the nature of the clarification requested. The Architect' s response to such
requests shall be made in writing with in any time limits agreed upon, or otherwise with reasonable promptness. If
appropriate, the Architect shall prepare and issue supplem ental Drawings and Specifications in response to requests
for information.

§ 3.6.4.5 The Architect shall maintain a record of submittals and copies of submittals transmitted by the
Construction Manager in accordance with the requirements of the Contract Documents.

§ 3.6.5 Changes in the Work

§ 3.6.5.1 The Architect shall review and sign, or take other appropriate action, on Change Orders and Con struction
Ch ange Directives prepared by the Construction Manager for the Owner's approval and execution in accordance
with the Contract Documents.

§ 3.6.5.2 The Architect may author ize minor changes in the Work that are consistent with th e intent of th e Contract
Docum ents and do not involve an adjustment in th e Contract Sum or an extension of the Contract Time. Such
changes shall be effected by written order issued by the Architect through the Construction Manager.

§ 3.6.5.3 The Arch itect shall maintain records relative to changes in the Work.

§ 3.6.6 Project Completion

§ 3.6.6.1 The Architect, assisted by the Con struction Man ager, shall conduct inspections to detennin e th e date or
dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion
prepared by the Con struction Manager; receive from the Construction Manager and review written wan·anties and
related documents required by the Contract Documents and assembled by the Contractor; and, after receipt of a final

AlA Document 6132"•- 2009 (formerly 6141 "'CMa -1992) . Copyright © 1992 and 2009 by The American Institute of Architects. All rights reserved.
Init. WARNING : This AlA! Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA' ' 12
Document, or any portion of it , may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
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 Contractor's Application and Certificate for Payment or a tina! Project Application and Project Certificate for
Payment fi·mn the Construction Manager, issue a final Certificate for Payment based upon a final inspection
indicating the Work complies with the requirements of the Contract Documents.

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

§ 3.6.6.3 When the Work is found to be substantially complete by the Construction Manager and Architect, and after
certification by the Construction Manager and th e Architect, the Architect shall inform the Ow·ner about the balance
of the Contract Sum remaining to be paid the Contractor, including the amount to be retained fi·om th e Contract
Sum, if any, for final completion or correction of the Work.

§ 3.6.6.4 Upon request of the Owner, and prior to the expiration of one (I) year from the date of Substantial
Completion, the Architect shall, without additional compensation, conduct a meeting with the Ovvner to review the
facility operations and performance.

ARTICLE 4 ADDITIONAL SERVICES

§ 4.1 Unless specifically identified as a Basic Service, any services not included in Basic Services but r equired for
the Project are additional services. The Owner must provide prior written consent before the Architect commences
Additional Services. If the Owner provides consent to the Additional Services, the Owner shall compensate the
Architect as provided in Section 11 .2.

Services Responsibility Location of Service Description

(Architect, Owner (Section 4.2 below or in an exhibit
or allached to this docume111 and
Not Provided) ident if/ed below)

(Row deleted)

(Row deleted)

AlA Document B132TM - 2009 (formerly B141fMCMa -1992). Copyright© 1992 and 2009 by The American Institute of Architects. All rights reserved.
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 § 4.2 Addit ional Services may be provided after execution of this Agreement, without in validating th e Agreement.
Except for services required due to th e fault of the Architect, any Additional Services provided in accordan ce •.vith
this Article 4 shall entitle the Architect to compensation pursuant to Section 11 .3, and an appropriate adjustment in
the Architect' s schedule. If the Arch itect bel ieves it is entitled to additional compensation for services the Architect
be lieves are needed or for other services requested by the Owner, the Architect shall notifY the Owner in wr iting
with reasonable promptness and ( I) explain the basis of the Architecfs belief that such services are outside the
scope of Basic Services, and (2) provide an estimate of the probable cost of such services and probable impact, if
any, on the Architect' s schedule. The Architect shall not provide services for which the Architect believes it is
entitled to additional com pensation until the Architect receives the Owner's written authorization, which
authorization will either (1) acknowledge that the Architect is entitled to additional compensation, or (2) deny that
the Architect is entitled to additional compensation, and direct the Architect to proceed with the services, in which
case the Architect may pursue a claim for additiona l compensation under Article 8.

(Paragraphs deleted)
ARTICLE 5 OWNER'S RESPONSIBILITIES
§ 5.1 U nless otherwise provided for under th is Agreement, the Owner shall provide information in a timely manner
regarding requirements for and limitations on th e Project, including a written program which shall set forth the
Owner' s objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility,
expandabi lity, special equipment, systems and site requirements.

§ 5.2 The Owner has retained a Construction Manager to provide services, duties and responsibilities as described in
the modified AlA Document C 132- 2009, Standard Form of Agreement Between Owner and Construction Manager.
The Owner sha ll provide the Architect a copy of the executed agreement between the Owner and the Construction
Manager.

§ 5.3 The Owner shall furnish the services of a Construction Manager that shall be respon sible for creating the
over all Project schedule. The Owner shall adjust the Project schedule, if n ecessary. as the Project proceeds.

§ 5.4 The Owner shall establish and periodically update the Owner's budget tor the Project. including (I) the budget
to r the Cost of the Work as defined in Section 6.1. (2) the Owner' s other costs, and (3) reasonable contingencies
related to all of these costs. The Owner sha ll furni sh the services of a Construction Manager that shall be respon sible
for preparing all estimates of the Cost of the Work. If the Owner significantly increases or decreases the Owner' s
budget for the Cost of the Work, the Owner shall notify the Architect and the Construction Manager.

§ 5.4.1 The Owner acknowledges that accelerated, phased or fast-tr ack scheduling provides a benefit, but also
carries with it associated r isks. Such ri sks include the Owner incuJTing costs for the Arch itect to coordinate and
redesign portions of the Project affected by procuring or installing elements of the Project prior to the completion of
all relevant Construction Documents. and costs for the Contractor to remove and replace previously installed Work.
lfthe Owner selects accelerated, phased or fast-track scheduling, the Owner agrees to include in the budget for the
Project sufficient contingencies to cover such costs.

§ 5.5 The Owner shall identify a representative authorized to act on the Owner' s behalf with respect to the Project.
The Owner shall render decisions and approve the Architect's submittals in a timely manner in order to avoid
unreasonable delay in the orderly and sequential progress of the Architect's services.

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

§ 5.7 The Owner shall furni sh services of geotechnical engineers, which may include but are not limited to test
borings, test pits, determinations of soil bearin g values, percolation tests, evaluations of hazardous materials, seismic
evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil
conditions, with written reports and appropriate recommendations. The Architect shall assist the Ovmer in
AlA Document 8132"' - 2009 (fonnerly 8141 tMCMa -1992). Copyright © 1992 and 2009 by The American Institute of Architects. All rights reserved.
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 ascertaining the information necessary relative to all geotechnical services and shall. on behalf oft he Owner. solicit
quotations for such work. The Architect shall review quotations received and forward them to the Owner with
recommendations.

§ 5.8 The Owner shall coordinate the services of its own consultants with those services provided by the Architect.
Upon the Architect's request, the Owner shall fum ish 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
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 maintain professional liability insurance and other liabi lity insurance as appropriate to the
services provided.

§ 5.9 The Owner shall furnish tests, inspections and rep01ts 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.

§ 5.10 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be
reasonably necessary at any time for the Project to meet the Owner's needs and interests.

§ 5.11 The Owner shall provide prompt written notice to the Architect and Construction Manager ifthe Owner
becomes aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the Architect's
Instruments of Service.

§ 5.12 Except as otherwise provided in the Contract Documents or when direct communications have been specially
authorized, the Owner shall endeavor to communicate with the Contractors through the Construction Manager, and
shall contemporaneously provide the same communications to the Architect about matters arising out of or relating
to the Contract Documents. Communications by and with the Architect's consultants shall be through the Architect.

§ 5.13 Before executing the Contracts for Construction, the Owner shall coordinate the Architect's duties and
responsibilities set forth in the Contracts for Construction with the Architect"s services set forth in this Agreement.
The Owner shall provide the Architect a copy of the executed agreement between the Owner and Contractor,
including the modified General Conditions of the Contract for Construction.

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

ARTICLE 6 COST OF THE WORK

§ 6.1 For purposes of this A!:,rreement, the Cost ofthe Work shall be the total cost to the Owner of to construct all
elements of the Project designed or specified and shall include the Contractors' general conditions costs, overhead
and profit; however, all elements composing the Cost oft he Work for the Project may not be coordinated by
Architect and may be purchase directly by Owner. The Cost of the Work includes the compensation of the
Construction Manager and Construction Manager's consultants during the Construction Phase on ly, including
compensation for reimbursable expenses at the job site, if any. The Cost of the Work does not include th e
compensation of th e Architect, the costs of the land, rights-of-way, financing, contingencies for changes in the Work
or other costs that are the responsibility of the Owner.

§ 6.2 The Owner' s budget for the Cost of the Work is provided herein, and may be adjusted throughout the Project
as required under Sections 5.4 and 6.4. Evaluations of the Owner's budget for the Cost of the Work represent the
Architect' s judgment as a design professional.

§ 6.3 The Owner shall require the Construction Manager to include appropriate contingencies for design, bidding or
negotiating, price escalation , and market conditions in estimates of the Cost of the Work. The Architect shall be
entitled to rely on the accuracy and completeness of estimates of the Cost of the Work the Construction Manager
prepares as the Architect progresses with its Basic Services. The Architect shall prepare, as an Additional Service,
revision s to the Drawings, Specifications or other documents required due to the Construction Manager's
inaccuracies or incompleteness in preparing cost estimates. The Architect may review the Construction Manager's

AlA Document 8132rM- 2009 (formerly 8141 TMCMa -1992). Copyright© 1992 and 2009 by The American Insti tute or Architects. All rights reserved.
Init. WARNING : This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA• 15
Document, or any portion of it, may result in severe civil and c riminal penalties, and will be prosecuted to the maximum extent possible under the law.
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 estimates solely for the Architecf s gu idance in completion of its services, however. the Archi tect shall report to the
Owner any material inaccuracies and inconsistencies noted during any such review.

§ 6.3.1 (Stricken)

§ 6.4 If, prior to the conclusion of the Design Development Phase, the Construction Manager's estimate ofthe Cost
of the Work exceeds the Owner's budget for the Cost of th e Work, the Architect, in consultation with the
Construction Manager, shall make appropriate recommendations to the Owner to adjust the Project's size, quality or
budget, and the Owner shall cooperate with the Architect in making such adjustments.

§ 6.5 If the estimate of the Cost of the Work at the conclusion of the Design Development Phase exceeds the
Owner's budget for the Cost of the Work, the Owner shall

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

.2 in consultation with the Arch itect and Construction Manager, revise the Pr~ject pro&rram, scope, or
quality as required to reduce the Cost of the Work; or

.3 implement any other mutually acceptable alternative.

§ 6.6 If the Owner chooses to proceed under Section 6.5.2, the Architect, without additional compensation, shall
incorporate the required modifications in the Construction Documents Phase as necessary to comply with the
Owner's budget for the Cost of the Work at the conclusion of the Design Development Phase Services, or the budget
as adjusted under Section 6.5 .1. The Architect's modification of the Construction Documents shall be the limit of
the Architect's responsibility as a Basic Service under this Article 6.

§ 6.7 After incorporation of modifications under Section 6.6, the Architect shall, make any required revisions to the
Drawings, Specifications or other documents necessitated by subsequent cost estimates that exceed the Owner's
budget for the Cost of the Work, except when th e excess is due to changes initiated by the Architect in scope. basic
systems. or the kinds and quality of materials, fini shes or equipment.

ARTICLE 7 COPYRIGHTS AND LICENSES

§ 7.1 The Architect and the Owner wanant th at in transmitting the Drawings and Specitications, or any other
information, the h·ansmitting party is the copyright owner of such information or has permission fi·om the copyright
owner to transmit such informati on for its use on the Project. If the Owner and Architect intend to transmit the
Drawings and Specifications or any other information or documentation in digital form, they shall endeavor to
establish necessary protocols governing such transmissions.

§ 7.2 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective the
Drawings and Specifications, including the Drawings and Specifications, and shall retain all common law, statutory
and other reserved rights, including copyrights. Subm ission or distribution of the Drawings and Specifications to
meet official regulatory requirements or for similar purposes in connection with th e Project is not to be con strued as
publication in derogation of the reserved rights of the Architect and the Architect's consultants.

§ 7.3 Upon execution of this Agreement, the Architect grants to the Owner a nonexclusive license and ownership to
use the Project Drawings and Specifications solely and exclusively for purposes of constructing, using, maintaining,
altering and add ing to the Project. Upon any termination of this Agreement prior to its completion, the Owner shall
retain the license and ownership and is permitted to make changes, corrections or additions to the Drawings and
Specifications for the purposes of completing, using and maintaining the Project, or for future additions or
alternations to the Project; provided, however, that such use shall be at the Owner's sole risk and without liability to
the Architect and the Architect's consultants. Upon payment by the Owner of all fees due and owing Architect for
professional services under this Agreement, all right, title and interest in the Drawings and Specifications and other
documents, including those in electronic form, prepared by the Architect and the Architect's consultants ("Drawings
and Specifications") that become part of this Agreement and which are incorporated by reference into th e
Agreement between Owner and Contractor shall become the property of the Owner. If the information is provided in
electronic format, the Architect expressly waives any and all actions or claims against the Owner alleging
infringement of any copyrights or patents by reason of the Owner's use of the electronic information. The Owner
AlA Document 8132TM- 2009 (formerly B14FMCMa -1992). Copyright © 1992 and 2009 by The American Institute of Architects. All rights reserved.
Init. WARNING: This A l A ~ · Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA' ' 16
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under t he Jaw.
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 may utilize the Drawings and Specilications and any ofthe constituent parts thereof in conjunction with a different
project improvement. However. the Owner's use of the Architect's Drawings and Specifications for any other
construction purpose other than for the Project shall be at Owner's expense and liability. The Architect shall obtain
similar nonexclusive licenses fi·om the Architect's consultants consistent with this Agreement. The license granted
under this section permits the Ovvner to auth orize the Contractor, Construction Manager, Subcontractors.
Sub-subcontractors, and material or equipment suppliers. as well as the Owner's consultants and separate
contractors. to reproduce applicable portions of the Drawings and Specifications solely and excl usively for use in
performing services or construction for the Project. lfthe Architect rightfully terminates this Agreement for cause as
provided in Section 9.4, the license granted in this Section 7.3 shall terminate.

(Paragrap h deleted)
§ 7.3.1 The Architect agrees to indemnity, save and hold harmless, and defend at its expense, th e Owner, its agents,
employees and anyone else acting for or on behalf of any of them, and any other person or entity for whom any of
them may be legally responsible, fi·om and against all claims, suits, actions, damages, fees, penalties and/or
liabi lities, including, without limitation, couJi costs and reasonable attomeys· fees, of any nature whatsoever wh ich
arises out of, or is connected with. or are alleged to ar ise out of or be connected with rights of claims of rights in
such Drawings and Specifications or other documents. TI1e Arch itect shall also defend all actions or claims charging
infringement of any copyrights or patents by reason of the use or adoption of any designs, Drawings or
Specifications supplied by it and shall hold the Owner, its agents and employees harmless fi·om claims, loss,
damages, liability, costs and expenses (including attom eys' fees) resulting therefrom. The Architect's agreement of
indemnity shall survive final payment and the termination of this Agreement.

§ 7.3.2 The Owner shall be pennitted to authorize the Construction Manager, Contractors, Subcontractors,
Sub-subcontractors and material or equipment suppliers to reproduce applicable portions of the Project Drawings or
Specifications appropriate to and for use in their execution of the Work by license granted in this Atiicle.

§ 7.3.3 Notwithstanding the transfer of ownership set forth in Section 7. 3 above, it is abrreed and acknowledged that:

.1 Drawings and Specifications prepared by the Architect wi ll contain numerous design details and
typical specifications ("Standard Details/Speci fications") which, collectively, for m a part of the
design tor the Project but which. separately. are not Project specific. are related to function as
compared to design form, are repetitive in nature and were not specifically developed for or
identifiable with the Project; and

.2 Given the above, the Standard Details/Specifications shall remain the property of the Arch itect and
may be used by the Architect on other projects, in other contexts and/or for other clients, so long as
they are not collectively used in a manner which replicates the overall design of the Project.

§ 7.4 Except for the licenses and ownership granted in this Articl e 7, no other license, ownership or r ight shall be
deemed granted or implied under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or
otherwise transfer any license or ownership granted herein to another party without the prior \'ll'itten abrreement 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.

ARTICLE 8 CLAIMS AND DISPUTES

§ 8.1 General
§ 8.1.1 The Owner and Architect shall comm ence all claims and causes of action, whether in contract, tort, or
otherwise, against the other arising out of or related to this Agreement in accordance with the requirements of the
method of binding dispute resolution selected in this Agreement within the period specified by applicable law.

§ 8.1 .2 To the extent damages are covered by property insurance, the Owner and Architect waive all rights against
each other and against the contractors, consultants, agents and employees of the other for damages, except such
rights as they may have to the proceeds of such insurance as set forth in the modified AlA Document A232-2009,
General Conditions ofthe Contract for Construction. The Owner or the Architect, as appropriate, shall require of the
Construction Manager, contractors, consultants, agents and employees of any of them similar waivers in favor of the
other parties enumerated herein.

AlA Document B132 T"- 2009 (formerly 8141 r"CMa -1992). Copyright © 1992 and 2009 by The American Institute of Architects. All rights reserved.
Init. WARNING : This Al ~ ' Document is protected by U.S. Copyright Law and International Treaties . Unauthorized reproduct ion or distribution of this Al A' 17
Document, or any portion of it , may result in severe c ivil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
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 § 8.1.3 Architect sha ll, to the fullest extent permitted by law. indemnity, defend and hold harml ess Owner. and its
officers. board m embers. employees and representatives ("lndemnitees"). fi·om and against all claims, damages,
losses and expenses. including but not limited to attorney's fees, arising out of or relating to the negligent or willful
acts or omissions of the Architect or those for whom the Architect is respon sible, provided such claim, damage. loss
or expense is attTibutable to bodily injury, sickn ess. di sease or death or to injury to or destruction of tangible
propet1y. regard less of whether caused in pa11 by one or more of the lndemnitees, and regardless of any claim of
negligence by one or more of the lndemnitees. The indemnification obligations set forth above shall survive
completion of the performance and/or termination of this Agreement. With respect to any claim against one or
more lndemnitees asserted by an employee of th e Architect (or an employee of those for whom the Architect is
responsible), the indemnification obligation set forth herein shall not be reduced or limited by any statutory cap or
other limitation on the amount or type of damages, compensation or other benefits payable by Architect (or those for
whom Architect is responsible) under worker's compensation acts, disability benefit acts or other employee benefit
acts.

§ 8.1.4 The pa11ies agree to provide one another with \\1'itten notice of a dispute within a reasonable time, not to
exceed thirty (30) days, after obtaining knowledge of the same and shall include: (I) a statement specifYing that a
di spute has occutTed that fall s w ithin the scope of this Article, (2) a statement of the pm1y's position and a summary
of evidence and arguments that supp011 such position, and (3) the name and title of th e disputing party's authorized
representative. Within twenty (20) days after receipt of the disputing party's notice, the responding party shall
submit a written response to the disputing party. The response shall contain : ( I ) a statement of the responding
party's position and a summary of evidence a nd arguments that support such position; and (2) the name and title of
the responding party's authorized representative. In the absence of an agreement to the contrary, the parties'
authorized representatives shall meet in Marion County, Indiana, at a mutually acceptable time and place within ten
(I 0) days after the di sputing party receives a response and thereafter as often as they reasonabl y deem necessary to
exchange relevant information and to attempt to resolve the dispute. If the dispute has not been resolved within forty
(40) days after the disputing party receives the response, or if the responding party refuses or fai ls to comply with
th e provisions of this Section. then the disputing party may commence legal action against the responding party.

§ 8.2 Mediation
§ 8.2.1 Although the parties to the Contract may agree to mediation, mediation as described in Section 8.2 shall not
be a condition precedent to litigation by either party. The exclusive venue for all claims, di sputes or litigation arising
out of the Contract or the Contract Documents shall be in Marion C ounty, Indiana.

§ 8.2.2Ifthe parties do not resolve a di spute through m ediation pursuant to this Section 8.2, the method of binding
dispute resolution shall be th e foll ow ing:
(Check the appropriate box. ({the Owner and Construction Manager do not select a method of binding displlle
resolution below, or do not subsequently agree in writing to a binding dispute resolution method other than
litigation the dispute will he resolved in a court of competent jurisdiction.)

[ ] Arbitration pursuant to Section 8.3 of this Ahrreement

[X] Litigation in a court of competent jurisdiction

[ ] Other: (Spec{fy)

(Paragraphs deleted)
§ 8.3 Exclusive Venue For Litigation And Attorneys' Fees
§ 8.3.1 Although the pmiies to the A6rreement may agree to mediation, mediation sha ll not be a condition precedent
to litigation by either party. The exclusive venue for all claim s, disputes or litigation arising out of the Contract or
the Contract Documents shall be in Marion County, Indiana.

(Paragraph deleted)
§ 8.3.2ln the event that a party defaults in its performance or observance of any of the terms, conditions or
obligations contained in the Agreem ent, or in the event that either party has to employ attorneys to enforce any part
of the Agreement, the prevailing party in any such action shall be entitled to recover fi·om the other party a ll
reasonable attorneys' fees and costs incml'ed in connection therewith, including litigation, post-judgment
proceedings and appeals. For the purposes of thi s Section, "prevai ling party" shall mean the party that receives all or

AlA Document B1J2TM - 2009 (formerly 6141 "'CMa- 1992). Copyright© 1992 and 2009 by The American Institute of Architects. All rights reserved.
Init. WARNING: This AlA•· Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA• 18
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 substantially a II of the rei ief sough t by that party. based upon an assessment of the party's major arguments or
positions taken in the suit or proceeding and whether it could fairly be said that party prevailed over the other party's
major arguments or positions on major disputed issues. Any attorneys· fees and other costs and expenses incurred by
either pmty in enforcing a judgment in its favor under the Agreement shall be recoverable separately fi·om and in
addition to any other amount included in such judgment, and such attorneys' fees obligations is intended to be
severable fi·om the other provisions hereof and to survive and not be merged in any such judgment.

(Paragraphs deleted)
§ 8.4 Architect's Consultants Bound
The Architect shall include in its contracts with its Consultants provisions that bind the Consultants to th e dispute
resolution procedures ofthis Agreement.

ARTICLE 9 TERMINATION OR SUSPENSION

§ 9.1 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 term ination or, at the Architect's option, cause for suspension
of perform ance of services under th is Agreement. If the Architect elects to suspend services, the Architect shall give
seven (7) days' written notice to the Owner before suspending services. In the event of a suspension of services. the
Arch itect shall have no liability to the Owner for delay or damage caused the Ovmer because of such suspension of
services. Before resuming services, the Architect shall be paid all sums due prior to suspension . The Architect's time
schedules for the remaining services shall be equitably adjusted.

§ 9.2lfthe Owner suspends the Project for more than thirty (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.

§ 9.3 This Agreement may be terminated by the Owner upon not less than seven (7) days' written notice to the
Architect in the event that the Project is perm anently abandoned. If the Owner suspends the Prqject for more than
ninety (90) cumulative days for reasons other th an the fault of the Architect, the Architect may terminate this
Agreement by giving not less than seven (7) days' written notice.

§ 9.4 Either party may terminate this Agreement upon not less than seven (7) days' written not ice should th e other
party fail substantially to perform in accordance with the terms of this Agreement through no fault of the pat1y
initiating the tennination.

§ 9.5 The Owner may tenninate this Agreem ent upon not less than seven (7) days' written noti ce to the Architect for
the Owner's convenience and without cause.

§ 9.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services
performed prior to termination, togeth er with Reimbursable Expenses then due.

§ 9.7 The Owner's rights to use the Architect's Drawings and Specifications in the event of a termination of this
Agreement are set forth in Article 7.

(Paragraph deleted)
ARTICLE 10 MISCELLANEOUS PROVISIONS
§ 10.1 This Agreement shall be govemed by the law of the State of Indiana.

§ 10.2 Terms in this Agreement shall have the same meaning as those in th e modified AlA Document A232- 2009,
General Conditions of the Contract for Construction.

§ 10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns and legal
representatives to this Agreement. Neither the Owner nor the Architect shall assign this Agreement, any portion of
this Agreement, or any right, interest, privi lege, duty, claim, defense, chose of action or liability ari sing out of or
relating to this Agreement without the written consent of the other, and any purported assignment in violation of
this prohibition shall be void, except that the Owner may assign this Agreement to a separate building corporation if
the building corporation agrees to assume the Owner's rights and obligations under this Agreement.
AlA Document B1J2TM- 2009 (formerly 8141 TMCMa -1992). Copyright© 1992 and 2009 by The American Institute of Architects. All rights reserved.
Init. WARNING : This AIAf> Document is pro tected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Al ~· 19
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 § 10.4lfthe Owner requests the Architect to execute certificates, the proposed language of such certificates shall be
submitted to the Architect for review at least fourteen ( 14) days prior to the requested dates of execution . The
Architect shall not be required to execute certificates or consents that would requ ire knowledge, services or
responsibilities beyond the scope of this Agreement. or ~1at , in the opinion of Architect, might be alleged or
construed to impose a duty on the Architect beyond those duties imposed by this Agreement or subj ect the Architect
to liabilities, claims or causes of action other than those that would be avai lable to the Owner under this Agreement.

§ 10.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor
of a third party against either the Owner or Architect.

§ 10.6 Unless otherwise required in this A!:,rreement, the Architect shall have no responsibility for the discovery,
presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or tox ic substances in any
form at the Project site.

§ 10.7 The Architect shall have the right to include photographic or miistic representati ons 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 may, if requested by
Architect, provide professional credit for the Architect in the Owner's promotional materials for the Project.

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

§ 10.9 E-VERIFY PROVISIONS

§ 10.9.1 As required by Indiana Code §22-5-1.7, as amend ed. Architect will enroll in and verify the work eligibility
status of a ll newly hired employees through theE-VerifY Program for as long as the program remains in existence.
The Architect will sign Owner's affidavit to this effect, as well as certifYing that the Architect does not knowingly
employ an unauthorized alien.

§ 10.9.2 Architect represents that it is enrolled in and verified the work eligibility status of a ll newly hired
employees of the Architect through the E-Verify Program as defined herein ; however, Architect is not required to
verify the work eligibility status of all newly hired employees of the Architect through the E-Verify Program if the
E-Verify Program no longer exists and Architect signs an Affidavit affirming that the Architectdoes not knowingly
employ an unauthorized alien. E-Verify Program means the electronic verification of work authorization program
of the Illegal Immigration Reform and Immigration Responsibility Act of 1996 (P.L. 104-208), Division C, Title IV,
s.403(a), as amended, operated by the United States Department of Homeland Security or a successor work
authorization program designated by th e United States Department of Homeland Security or other federal agency
authorized to verify the work authorization status of newly hired employees under th e Immigration Reform and
Control Act of 1986 (P.L. 99-603) (the "E-VerifY Program").

§ 10.9.3 Architect and its consultant(s) may not knowingly employ or contract with an unauthorized alien; or retain
an employee or contract with a person that th e Architect or its consultant subsequently learns is an unauthorized
alien. lf Arch itect violates this requirement, the Owner shall require in writing that the Architect remedy the
violation not later than thi1iy (30) days after the date the Owner notifies the Architect of the violation. There is a
rebuttable presumption that Architect did not knowingly employ an unauthorized alien if the Architect verified the
work e ligibility of the employee through theE-Verify Program. If the Architect fails to remedy the violation within
the thi1iy (30) day period, the Owner shall terminate the Agreement with Architect for breach. However, if Owner
determines that tenninating the Agreement would be detrimental to the public interest or public property, the Owner
may allow the Agreement to remain in effect until the Owner procures a replacement Architect. If the Owner
terminates the Agreement, the Architect shall be liable to the Owner for any and all actual damages incun·ed,
including, but not limited to, attomeys' fees.

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 § 10.9.4 Architect's consultant{s) shall certifY to Architect in a manner consistent with federal law that the
Architect's consultant{s), at the time of certification, does not knowingly employ or contract with an unauthorized
alien; and has enrolled and is participating in the E-Verif)' Program.

§ 10.9.5 Architect shall maintain in its files a certifi cation of each of its consultant(s) throughout the duration of the
term of this Agreement and the term of Architect's agreement with its consultant(s).

§ 10.9.6 Termination of the Agreement for violation ofthis requirement may not be considered by the Architect or
its consultant(s) as a breach of contract by the Owner.

§ 10.10 BACKGROUND CHECKS

§ 10.10.1 The Owner will require the Architect to conduct a background check for criminal history for all workers on
the Project in compliance with Indiana Code §20-26-5-1 0 and §20-26-5- 11 for the last ten (I 0) year s.

§ 10.10.2 The Architect shall provide, when awarded the right to provide services under this Agreement, a list of all
personnel used by or on behalf of the Architect, whether employed by them or not, who will be engaged in the
providing services. The list ofpersons shall be provided written evidence of a criminal record search with respect
to all persons on the list dated within thirty (30) days of the said date of the Af,>Teement and extending at least ten
( 10) years prior.

§ 10.10.3 Architect agrees that no person will be providing services who has any criminal conviction for any type of
behavior that would place the students or staff at risk. If evidence of such behavior occurs after this initial search,
but during their employment on Project, such worker shall be removed immediately fi·om the Project and shall be
banned for the duration of the Project. Evidence of behavior that is prohibited would include, but not limited to, the
following:

( 1) Murder [IC §34-42-1-1].

(2) Causing suicide [IC §35-42-1-2].
(3) Assisting suicide [IC §35-42-1-2.5].
( 4) Voluntary manslaughter (IC §35-42- 1-3].
(5) Reckless homi cide [IC §35-42-1 -5].
(6) Battery [IC §35-42-2-1] unless ten ( 10) years have elapsed rrom the date the individual was
discharged fi·om probation, imprisonment, or parole, whichever is later.
(7) Aggravated battery [IC §35-42-2-1 .5 ].
(8) Kidnapping (IC §35-42-3-2].
(9) Criminal confinement [IC §35-42-3-3].
(I 0) A sex offense under ([IC §35-42-4].
(II) Carjacking [IC §35-42-5-2].
{12) Arson [IC §35-43-1-1] unless ten (10) years have elapsed rrom the date the individual was
discharged rrom probation, imprisonment, or parole, whichever is later.
{13) Incest [IC §35-46- 1-3].
( 14) Neglect of a dependent (!C §35-46-l -4(a)( 1) and IC §35-46-1-4(a)(2)] unless ten (I 0) years have
elapsed rrom the date the individual was discharged fi·om probation, imprisonment or parole,
whichever is later.
( 15) Child selling [IC §35-46-l-4(b)].
(16) Contributing to the delinquency of a minor [IC §35-46- 1-8] unless ten (10) years ha ve elapsed
from th e date th e individual was discharged fi·om probation, imprisonment, or parole, whichever is
later.
(17) An offense involving a weapon under IC §35-47 unless ten (10) years have elapsed from the date
the individual was discharged from probation, imprisonment, or parole, whichever is later.
( 18) An offense relating to controlling substances under IC §35-48-4 unless ten (I 0) years have elapsed
fi·om the date the individual was discharged from probation, imprisonment, or parole, whichever is
later.
( 19) An offense relating to material or a performance that is hannful to minors or obscene under IC
35-49-3 unless ten (1 0) years have elapsed rrom the date the individual was di scharged rrom
probation, imprisonment, or parole, whichever is later.

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 (20) An oftense relating to operating a motor vehicle whi le intoxicated under IC §9-30-5 unless five (5)
years have elapsed fi·om the date th e individual was discharged fi·om probation, imprisonment, or
parole. whichever is later.
(2 1) An offense that is substantial equivalent to any of the offenses listed in this subsection in which
the judgment of conviction was entered under the law of any other jurisdiction.

Should the Architect change personnel during the existence of the Agreement providing for services, it shall at least
ten (1 0) days prior to using any other personnel other than those previous ly disclosed, provide the same information
for the new personnel as provided for under the tenns of the provision.

§ 10.11 DRUG TESTING

§ 10.11 .1 The Owner will require th e Architect to conduct testing for drugs and alcohol for all workers on th e
Project. Drugs and alcohol shall be as defined by Indiana Code §35-48-4-4. The Architect shall provide, when
awarded the right to provide services under this Agreement, a list of all personnel used by or on behalf of the
Architect, whether employed by them or not, who will be engaged in the providing of services. The list of persons
shall be provided wri tten evidence of drug and alcohol testing with r espect to all persons on the list dated within
seven (7) days of the said date of the Agreement. Architect agrees that no person wi ll be providing services who
has tested positive to any of the items included and shall be banned fi·01n thejobsite for the duration ofthe Project.
Continued testing shall be conducted throughout the Project duration every six (6) months maximum. Any persons
testing positive shall be removed immediately from the site and shall be banned from the jobsite for th e duration of
the Project. The Architects and their employees shall meet all State and Federal statutory requirements.

§ 10.12 FIRE ARMS

§ 10.12.1 There shall be no fireann s a llowed on the Project site or anywhere within the Project property.
Exceptions would be made for law enforcement officials, security forces required elsewhere by these Specifications,
or per other requirements or allowances specifically made by the Owner.

§ 10.13 NO SMOKING OR TOBACCO

§ 10.13.1 There shall be no smoking or tobacco use allowed within the Project buildings. on the Project site or
anywhere within the Project property. Violators shall be removed from the Prc~jet immediately. Any construction
materials in contact with or exposure to such tobacco products shall be removed and replaced with new. at the
responsible party' s expense.

§ 10.14 ADDITIONAL PROTECTIONS

§ 10.14.1Additional requirements and levels of protection are afforded to Public Buildings in compliance with
Indiana Code § 16-41-37, and include an enclosed structure or part of an enclosed structure that is one of the
following:

(I) Occupied by an agency of state or local government.

(2) Used as a classroom building or a dining area at a state educational institution (as defined in IC
§20-1 2-0.5- 1).
(3) Used as a public school (as defined in IC §20-18-2-15).
(4) Licensed as a health facility under IC § 16-21 or IC § 16-28.
(5) Used as a station for paid firefighters.
(6) Used as a station for paid police officers.
(7) Licensed as a chi ld care center or child care home or regi stered as a child care ministry under IC
§ 12-17.2.
(8) Licensed as a hospital under IC §I 6-21 or a county hospital subject to IC §I 6-22.
(9) Used as a provider's office.
(I 0) School bus (as defined in IC § 16-41 -37-2.3).

§ 10.15 Policies Of Employment

§ 10.15.1 The Architect, and the Architect's consultants shall comply with all federal, state, and municipal and local
rules, ordinances, rules, regulations, orders, notices and requirements relating to non-discrimination in employment,
fair employment practices, and equal employment opportunity practices, without additional charge or expense to the
Owner. The Architect, and the Architect' s consultant's shall be responsible for and shall correct, at its own cost and
expense, any violations of this Section resulting fi·om, or in connection with, performance of the Work at the Project.

AlA Document B132TM- 2009 (formerly B141 rMCMa- 1992). Copyright © 1992 and 2009 by The American Institute of Architects. All rights reserved.
Init. WARNING : This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of t his Al ~· 22
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 The Architect shall also, i frequested by the Owner, furnish such proof of its compliance with the requirements this
Section . Upon any alleged violation of this Section, the Architect shall indemnity and hold harmless the Owner
against an y and all claims. losses. costs. damages and expenses, including attorneys' fees, asserted against th e
Owner.

§1 0.16 Equal Opportunities For Minority, Women And Veteran or Disabled Business Enterprises
Improvements under this Agreement are subj ect to the Owner's initiative concerning equal opportunities for
minority business enterprises and women's business enterprises to participate in procurement and contracting
processes. Architect, has submitted and Owner accepted Architect's participation levels for minority business
enterpri ses, women's business enterprises, and veteran or disabled business enterprises in the performance ofthe
Work consistent with the goals of delivering the Project on time and within the budgeted amount. The services
are subject to the provisions of equal opportunities for minority business enterprises, women's business enterprises
and veteran or disabled business enterprises to participate in procurement and contracting processes, consistent with
the goals of deli vering the Project. In connection with the Substantial Completion, Architect shall certify
compl iance with those goals and the level of participation or minority business enterprises, women's business
enterprises. veteran or di sabled business enterprises that was achieved in connection with undertaking the services.
The Architect, and the Architect' s consultants shall comply with any guidelines or compliance programs required by
the Owner, including, but not limited to, Owner's Minority, Women, and Veterans or Disabled Business En terprises
Project-Wide Participation Program, if any.

ARTICLE 11 COMPENSATION
§ 11.1 For the Architect's Basic Services described under Article 3, the Owner shall compensate the Architect as
follows:
(Paragraph deleted)

§ 11.2 For Additional Services designated in Section 4.1. the Owner shal l compensate the Architect as agreed by the
parties and at th e attached rates.

See attached.

§ 11 .3 For Additional Services that may arise during the course of the Project, including those under Section 4 .3 . the
Owner shall compensate the Architect as agreed by the parties and at the attached rates.

See attached

§ 11.4 Compensation for Additional Services of the Architect's consultants when not included in Sections 1 I .2 or
11 .3, shall be the amount invoiced to the Architect plus ten percent ( 10%), or as otherwise stated below:

NONE

§ 11 .5 Compensation for Basic Services is based on a stipulated sum, the compensation for each phase of services
shall be as follows:

Programming/Standards I
Contractual/Schematic Design Phase percent %)
II (
Design Development Phase Ill percent %)
(
Construction Documents Phase IV percent %)
(
Bidding or Contract _ Phase V percent %)
(
Construction Admin & Closeout percent %)
Phase VI (

AlA Document 8132"' - 2009 (fonnerly B141fMCMa -1992). Copyright © 1992 and 2009 by The American Institute of Architects. All rights reserved.
Init. WARNING : This AlA*' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or dist ribution of this Al ~ 23
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 Total Basic Compensation one hundred percent 100 %)
(

(Paragraph deleted)
§ 11.6 [Sn·icken].

§ 11.7 The hourly billing rates for services of the Architect and the Architect's consultants, if any, shall be attached.
Th e rates shall be adjusted in accordance with th e Arch itect's and Architect' s consultants' normal review practices.
(Paragraphs deleted)
(Table deleted)
§ 11.8 Compensation for Reimbursable Expenses
§ 11.8.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include
expenses incurred by the Architect and th e Architect's consultants directly related to th e Project, as tbllows:

.1 Transportation and authorized out-of-town travel and subsistence;

.2 Long distance services. dedicated data and communication services, teleconferences, Project Web
sites, and extranets;
.3 Fees paid for securing approval of auth orities having j urisdiction over the Project;
.4 Printing. reproductions, plots, standard form docum ents;
.5 Postage, handling and delivery;
.6 Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner;
.7 Renderings, models, mock-ups, professional photography, and presentation materials requested by
the Owner;
.8 Architect's Consultant's expense of professional liabi lity insura nce dedicated exclusively to this
Project, or the expense of additional insurance coverage or limits if the Owner requests such
insurance in excess of that normally carried by the Architect's consultants;
.9 All taxes levied on profession al services and on reimbursable expe nses:
.10 Site office expenses; and
.11 Other sim ilar Project-related expenditures.

§ 11 .8.2 For Reimbursable Expenses th e compensati on shall be the expenses incurred by the Architect and th e
Architect's consultants plus ten percent ( 10%) of the expenses incurred, with the m aximum not to exceed
"$ " for each elementary Project.

§ 11.9 Compensation for Use of Architect's Drawings and Specifications

If the Owner terminates the Arch itect for its conven ience under Section 9.5, or the Architect terminates this
Agreement under Section 9.3, the Owner sh all pay a licensing fee as compensation for the Owner's continued use of
the Architect's Instrum ents of Service solely for purposes of completing. using and maintaining the Project as
follows:

See Art icle 7

§ 11.10 Payments to the Architect

§ 11.10.1 An initial payment of zero dollars ($0) shall be made upon execution ofthis Agreement and is the
minimum paym ent under this Agreement. It shall be credited to the Oviner's account in th e final in voice.

§ 11.10.2 Unless otherwise agreed, payments for services shall be made monthly in proportion to services
performed. Payments are due and payable within thitty (30) days of presentati on of the Architect' s in voice.
Amounts unpaid sixty-days (60) days after the invoice date shall not bear interest, or in the absence thereof at the
legal rate prevailing from time to time at the principal place of business of the Architect.
(Insert rate q( monthly or annual interest agreed upon.)

None

§ 11 .10.3 The Owner shall not withhold amounts from the Architect's compensation to impose a penalty or
liquidated damages on the Architect, or to offset smns requested by or paid to contractors for the cost of changes in
the Work , or to offset or compensate the Owner for sums that are claimed by the Owner as loss or damages caused
AlA Document 8132rM - 2009 (formerly 8141 TMCMa -1992). Copyright © 1992 and 2009 by The American Institute of Architects. All rights reserved.
Init. WARNING : This A l A ~ · Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of t his AlA"
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 by a lleged negligence or other purported fault of the Architect unl ess the Architect agrees or has been found liable
to r the amounts in a binding dispute resolution proceeding.

§ 11.10.4 Records of Reimbursable Expenses, expenses pertaining to Additional Services. and services performed on
th e basis of hourly rates shall be available to the Owner at mutually convenient times.

ARTICLE 12 SPECIAL TERMS AND CONDITIONS

Special term s and conditions that modify thi s Agreement are as follows:

§ 12.1 ADDITIONAL PARAMETERS

§ 12.1.1 The physical parameters for the Project are as set forth in the program identified in Section 2.2.4.
Additional parameters for the Project are contained in the Con struction Documents and any other restrictions on the
site available by actual/con structive knowledge or notice.

§ 12.2 PROJECT TEAM

§ 12.2.1 The Architect agrees and acknowledges that the timely and cost effective completion of the Project is in
part dependent on there being no changes in the representative(s) ofthe Agreement. If the Architect contemplates
any changes in the representative(s), the Architect shall immediately provide wr itten notice to the Owner of any
proposed change. The Owner shall have the right to withhold consent to another individual serving as a designated
representative other than one already designed, whi ch consent shall not be unreasonably withheld. If th e Owner
consents to a new representati ve, the Architect shall ensure that the change in representative shal l not have any
negative impact on the Architect's Services required under thi s Agreement. The Architect further agrees that it will
not charge Owner for any cost, service, expense, or any oth er item that Architect incurs because of the change in
representative other than charges th at Owner has already agreed to pay. The Architect shall also reimburse Owner
for any cost, loss, damage (including attorney's fees) that Owner incurs because of any change in th e desib'llated
representative(s) and that such obligation shall continue notwithstanding the expiration or termination of this
Agreement.

ARTICLE 13 SCOPE OF THE AGREEMENT

§ 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and
supersedes a ll prior negotiations. representati ons or agreements, e ither written or oral. This Agreement may be
amen ded only by written instrument signed by both Owner and Arch itect.

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

.1 This modified AlA Document Bl 32™-2009, Standard Form Agreement Between Owner and
Architect, Construction Manager as Adviser Edition

.2 AlA Document E201TM-2007, Digital Data Protocol Exhibit, if completed, or the following:

None

.3 A lA Document E202T 11C2008, Building Information Modeling Protocol Exhibit, if completed, or the
following :

None

.4 Other documents:
(List other documents, [{any, including additional scopes ofserviceforming part ofthe Agreement.)

Modified AlA Document A232-2009, General Conditions of the Contract for Construction

.5 Proj ect Addenda:

Date Title Amount

AlA Document B132r"'- 2009 (formerly B141'"'CMa -1992). Copyright © 1992 and 2009 by The American Institute of Architects. All rights reserved.
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25
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 AlA Document 8132"' - 2009 (formerly 8141 "'CMa -1992). Copyright © 1992 and 2009 by The American Institute of Architects. All rights reserved.
Init. WARNING : This AI ~t Document is protected by U.S. Copy right Law and International Treat ies. Unauthorized reproduct ion or distribution of this AlA.,
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 Thi s Agreement is entered into as of th e day an d year ftrst written above.

OWNER (Signature) ARCHITECT (Signature)

Board President.
(Printed name and title) (Printed name and title)

MSD ofWashington Township

8550 Woodfield Crossing Bl vd .
Indianapolis, IN 46240

OWNER (Signature)

Board Secretary.
(Printed name and title)

M SD of Washington Town ship

8550 Woodfield Crossing Blvd.
Indianapolis, lN 46240

AlA Document B132 " ' - 2009 (formerly 8141 •wcMa -1992). Copyright © 1992 and 2009 by The American Institute of Architects. All rights reserved .
Init. WARNING : This AtA• Document is prot ected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or dis tribution of this AtA•
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27
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