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STANDARD TERMS AND CONDITIONS OF THE AGREEMENT BETWEEN Gensler
<br />CLIENT AND ARCHITECT FOR ARCHITECTURAL/ INTERIORS SERVICES ("STC")
<br />Article 1- Definitions and General Provisions
<br />1.1 Parties. The terms "Client" and "Architect" include each party's
<br />authorized representatives, officers, directors, shareholders, and
<br />employees.
<br />1.2 Days or Time. Time periods refer to calendar days, unless
<br />otherwise stated.
<br />1.3 Work. The term "Work" means the construction, by Contractor
<br />or others engaged Client, of the Project elements designed or specified
<br />by Architect, including all labor, materials, equipment and services.
<br />1.4 Project Budget. The "Project Budget" includes the Client's
<br />budget for performing the Work, as well as furniture, furnishings,
<br />equipment and all other goods and services to be furnished by Client,
<br />Contractor, and any of their subcontractors or consultants, including
<br />allowances for design and construction contingencies.
<br />Article 2 — Architect's Services
<br />2.1 Architect's services shall be performed as expeditiously as is
<br />consistent with the orderly progress of the Worl( and with the
<br />professional skill and care ordinarily provided by architects practicing
<br />in the same locality under similar circumstances ( "Standard of Care ").
<br />2.2 Limitation of Construction Responsibilities. Architect shall not
<br />have control over, or charge of, and shall not be responsible for,
<br />construction means, methods, schedules, or delays, or for safety
<br />precautions and programs in connection with the Work.
<br />Article 3 — Client's Responsibilities
<br />3.1 Information. Client shall provide full Information regarding the
<br />requirements for the Project.
<br />3.2 Legal and Financial Information. Client shall furnish Architect
<br />with: a legal description of the property; the name /address of the
<br />property owner; and the name /address of any construction lender(s).
<br />33 Surveys. Client shall furnish surveys fully describing physical
<br />characteristics, legal limitations, and utility locations for the Project
<br />site.
<br />3.4 Existing or Base Building Information. To the extent applicable
<br />to the Project, Client shall provide information, drawings,
<br />specifications, and other documents that describe the existing utility
<br />services, site conditions, build -out and base building construction, and
<br />any systems with which the Project is to be coordinated.
<br />3.5 Client's Consultants. When requested by Architect, or required
<br />by authorities having jurisdiction over the Project, Client shall furnish
<br />the services of geotechnical, civil, and environmental engineers and any
<br />other services required by the scope of the Project.
<br />3.6 Tests. Client shall furnish structural, mechanical, chemical, air,
<br />and water pollution and hazardous materials tests, and other laboratory
<br />and environmental tests, inspections, and reports required by law or by
<br />authorities having jurisdiction over the Project, or reasonably
<br />requested by Architect.
<br />3.7 Legal, Accounting, and Insurance Services, Clientshall furnish all
<br />legal, accounting, and insurance counseling services as may be
<br />necessary for the Project.
<br />3.8 Client's Services and Information. Architect shall be entitled to
<br />rely upon the accuracy and completeness of the services, information,
<br />surveys, and reports provided by Client, Contractor, or any of their
<br />subcontractors or consultants. Architect's coordination of its services
<br />with Client's and Contractor's subcontractors or consultants shall be
<br />limited to that necessary for consistency of Architect's documents with
<br />those of such subcontractors or consultants.
<br />Article 4 - Construction Cost
<br />4.1 Construction Cost. The Construction Cost shall be the total cost
<br />or estimated cost to Client for performing the Work,
<br />4.2 Estimates. Architect cannot and does not warrant or represent
<br />that bids or negotiated prices will not vary from Client's Project Budget
<br />or from any cost estimate or evaluation prepared or reviewed by
<br />Architect.
<br />43 Fixed Limit. No fixed limit of Construction Cost shall be
<br />established as a condition of this Agreement by the furnishing,
<br />proposal, or establishment of a Project Budget.
<br />Article 5 - Use of Architect's Documents and Data
<br />5.1 The Drawings, Specifications, and other documents (collectively
<br />"Documents ") and any computer tapes, disks, electronic data, or CAD
<br />files (collectively "Data ") prepared by Architect are Instruments of
<br />service and shall remain Architect's property. Architect grants Client a
<br />nonexclusive license to use the Documents and Data in connection
<br />with the Project, provided that Client substantially performs its
<br />obligations, including prompt payment of all sums when due,
<br />5.2 Upon completion of Architect's services and payment of all
<br />amounts due Architect, Client may retain copies or reproducibles of the
<br />Documents and /or Data for information and reference in connection
<br />with Client's use and occupancy of the completed Project.
<br />5.3 Client agrees to indemnify and hold Architect harmless from and
<br />against any and all claims, liabilities, suits, demands, losses, damages,
<br />costs, and expenses (Including reasonable attorneys' fees and costs of
<br />defense), together with interest thereon, accruing or resulting to any
<br />persons, firms, or other legal entities, on account of any damages or
<br />losses to property or persons, including death or economic loss, arising
<br />out of the unauthorized use, re -use, transfer or modification of the
<br />Documents and /or Data.
<br />Article 6 - Claims and Disputes
<br />6.1 Mediation. Claims, disputes, or other matters in question
<br />between the parties shall be subject to mediation under the auspices of
<br />a recognized professional mediation service prior to undertaking any
<br />legal action. The cost of the mediation service shall be borne equally by
<br />the parties.
<br />6.2 Attorneys' Fees. In any proceeding following unsuccessful
<br />mediation, the prevailing party shall be entitled, in addition to such
<br />other relief as may be granted, to a reasonable sum for attorneys fees
<br />and costs of defense.
<br />6.3 Mutual Indemnification. Architect agrees to indemnify and hold
<br />Client harmless from and against any and all claims, liabilities, suits,
<br />demands, losses, damages, costs, and expenses (including reasonable
<br />attorneys' fees and costs of defense), together with interest thereon, to
<br />the extent caused by the negligent acts, errors, or omissions of
<br />Architect, its consultants, or anyone for whose acts either of them may
<br />be legally liable. Client agrees to indemnify and hold Architect
<br />harmless from and against any and all claims, liabilities, suits, demands,
<br />losses, damages, costs, and expenses (including reasonable attorneys'
<br />fees and costs of defense), together with interest thereon, to the extent
<br />caused by the negligent acts, errors, or omissions of Client, its
<br />contractors or consultants, or anyone for whose acts any of them may
<br />be legally liable.
<br />Gensler 5 'rC Sept.92014 Page 1 or 2
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