Educational Use Only S A M P L E S A M P L E

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CONSENSUSDOCS 240 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ARCHITECT/ENGINEER This document was developed through a collaborative effort of entities representing a wide cross-section of the

1 CONSENSUSDOCS 240 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ARCHITECT/ENGINEER This document was developed through a collaborative effort of entities representing a wide cross-section of the construction industry. The organizations endorsing this document believe it represents a fair and reasonable consensus among the collaborating parties of allocation of risk and responsibilities in an effort to appropriately balance the critical interests and concerns of all project participants. These endorsing organizations recognize and understand that users of this document must review and adapt this document to meet their particular needs, the specific requirements of the project, and applicable laws. Users are encouraged to consult legal, insurance and surety advisors before modifying or completing this document. Further information on this document and the perspectives of endorsing organizations is available in the ConsensusDOCS Guidebook. This Agreement is intended to be used in conjunction with ConsensusDOCS 200 series documents. 1. AGREEMENT 2. GENERAL PROVISIONS TABLE OF ARTICLES 1

2 3. ARCHITECT/ENGINEER'S RESPONSIBILITIES 4. OWNER'S RESPONSIBILITIES 5. TIME 6. COMPENSATION AND PAYMENTS 7. INDEMNITY, INSURANCE AND WAIVER OF SUBROGATION 8. TERMINATION 9. DISPUTE RESOLUTION 10. MISCELLANEOUS PROVISIONS 11. SCHEDULE OF EXHIBITS This Agreement has important legal and insurance consequences. Consultations with an attorney and with surety consultants are encouraged with respect to its completion or modification. Notes indicate where information is to be inserted to complete this Agreement. ARTICLE 1 AGREEMENT This Agreement is made this Day of in the year, by and between the OWNER and the ARCHITECT, ARCHITECT/ENGINEER or ENGINEER (hereinafter Architect/Engineer) for services in connection with the following PROJECT NOT FOR REPRODUCTION Notice to the Parties shall be given at the above addresses. ARTICLE 2 GENERAL PROVISIONS 2.1 The Architect/Engineer shall furnish or provide the architectural and engineering services necessary to design the Project in accordance with the Owner's requirements, as outlined in the Owner's Program and other relevant data defining the Project, which is attached as Exhibit A. The architectural and engineering services shall include Basic Services plus Additional Services as may be authorized by the Owner. 2.2 RELATIONSHIP OF THE PARTIES The Architect/Engineer accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate and exercise the 2

3 Architect/Engineer's skill and judgment in furthering the interests of the Owner. The Architect/Engineer represents that it possesses the requisite skill, expertise, and licensing to perform the required services. The Owner and Architect/Engineer agree to work together on the basis of mutual trust, good faith and fair dealing, and shall take actions reasonably necessary to enable each other to perform this Agreement in a timely, efficient and economical manner. The Owner and Architect/Engineer shall endeavor to promote harmony and cooperation among all Project participants. 2.3 Neither the Architect/Engineer nor any of its agents or employees shall act on behalf of or in the name of the Owner except as provided in this Agreement or unless authorized in writing by the Owner. 2.4 The Owner and the Architect/Engineer shall perform their obligations with integrity, including but not limited to: conflicts of interest shall be avoided or disclosed promptly to the other Party; and The Architect/Engineer and the Owner warrant that they have not and shall not pay nor receive any contingent fees or gratuities to or from the other Party, including their agents, officers and employees, subconsultants or others for whom they may be liable, to secure preferential treatment. 2.5 EXTENT OF AGREEMENT This Agreement represents the entire and integrated agreement between the Owner and the Architect/Engineer and supersedes all prior negotiations, representations and agreements, either written or oral. This Agreement and each and every provision is for the exclusive benefit of the Owner and Architect/Engineer and not for the benefit of any third party except to the extent expressly provided in this Agreement. 2.6 DEFINITIONS Agreement means this ConsensusDOCS 240, Standard Form of Agreement Between Owner and Architect/Engineer as modified by the Parties, and Exhibits and Attachments made part of this Agreement upon its execution Architect/Engineer means the person or entity identified in Article 1 and includes the Architect/Engineer's representative Contractor means the person or entity retained by the Owner to perform Work for the Project and includes the Contractor's Representative The term Cost of Construction shall mean the Owner's total cost of Project components. In the event the Project is not completed, Cost of Construction shall mean the final approved estimated cost of Project components Others means other contractors, material suppliers and persons at the Worksite who are not employed by the Contractor or Subcontractors Owner is the person or entity identified in Article 1 and includes the Owner's representative The Owner's Program is an initial description of the Owner's objectives that shall include budgetary and time criteria, space requirements and relationships, flexibility and expandability requirements, special equipment and systems, and site requirements The Project, as identified in Article 1, is the building, facility and/or other improvements for which the Contractor is to perform Work under the agreement between the Owner and Contractor. It may also include construction by the Owner or Others The Schedule of the Work is the document prepared by the Contractor that specifies the 3

4 dates on which the Contractor plans to begin and complete various parts of the Work, including dates on which information and approvals are required from the Owner Services means the services provided by the Architect/Engineer and/or by consultants retained by the Architect/Engineer for the Project. Such services may constitute the whole or a portion of the Project A Subcontractor is a Party or entity retained by the Contractor as an independent contractor to provide the labor, materials, equipment and/or services necessary to complete a specific portion of the Work. The term Subcontractor does not include the Architect/Engineer or Others A Sub-subcontractor is a person or entity who has an agreement with a Subcontractor to perform any portion of the Subcontractor's Work The term Work means the construction and services necessary or incidental to fulfill the Contractor's obligations for the Project in conformance with the agreement between the Owner and Contractor Worksite means the location of the Project as identified in Article 1 where the Work is to be performed. 3.1 GENERAL RESPONSIBILITIES ARTICLE 3 ARCHITECT/ENGINEER'S RESPONSIBILITIES PROJECT REQUIREMENTS The Architect/Engineer, in order to determine the requirements of the Services, shall conduct a preliminary evaluation of the information set forth in Exhibit A. The Architect/Engineer shall confirm its understanding of such requirements with the Owner and shall assist the Owner to refine or make clarifications to the Owner's Program for the Project The Architect/Engineer shall not proceed with the development of successive design documents until receiving written approval from the Owner. The Architect/Engineer shall promptly revise without additional compensation: those documents which have not been previously approved by the Owner and to which the Owner has reasonable objections; those documents identified by Contractor and accepted by the Owner as presenting constructability problems; and those documents needing revisions to reflect clarifications and assumptions and allowances on which a guaranteed maximum price is based. To the extent that any design documents approved by the Owner deviate from the requirements of the Owner's Program, the approved design documents shall govern The Architect/Engineer shall have reasonable access to the Worksite at all times Except as provided in this Agreement or unless otherwise directed by the Owner, the Architect/Engineer shall communicate with the Contractor and Subcontractors only through the Owner The Architect/Engineer shall assist the Owner with filing required documents with governmental authorities having jurisdiction over the Project, including permits necessary for 4

5 construction of the Project The Architect/Engineer shall not be responsible for the acts or omissions of the Owner, the Contractor and Subcontractors, and their respective agents or employees, or any other persons or entities performing work on the Project who are not under the direct control or authority of the Architect/Engineer Services to be provided by the Architect/Engineer shall be rendered promptly so as not to delay the Owner, the Contractor, Subcontractors or Others. 3.2 BASIC SERVICES The Architect/Engineer's Basic Services consist of any Services provided pursuant to Paragraphs 3.1 and 3.2. The Architect/Engineer shall identify here or in a separate attached exhibit: (1) other Services included in Basic Services, (2) the specific design disciplines included in Basic Services, and (3) those portions of the Project design to be furnished by the Owner, Contractor or Others: If professional design services are to be furnished by the Owner, Contractor or Others, the Architect/Engineer shall indicate all performance and design criteria to be satisfied in accordance with the Owner's Program, and the Owner, Contractor or Others shall not be responsible for the adequacy of such performance and design criteria. Design services furnished by Party other than the Architect/Engineer shall be obtained from licensed design professionals, who shall affix their signature and seal on all drawings, specifications, calculations and submittals prepared by them, and the Architect/Engineer shall be entitled to rely upon the adequacy, accuracy and completeness of such design services COST ESTIMATES Except when estimates are the responsibility of the Contractor retained to provide preconstruction services as part of the Work, the Architect/Engineer shall prepare for the Owner's review and approval (1) a preliminary estimate of the Cost of Construction utilizing area, volume or similar conceptual estimating techniques and based upon the Owner's Program and other relevant information in Exhibit A and (2) updated estimates of the Cost of Construction at the completion of the Schematic Design Documents, the Design Development Documents and the Construction Documents, except when construction commences before the completion of such documents. If at any time the Architect/Engineer's estimate exceeds the Owner's previously approved estimate, the Architect/Engineer shall make recommendations to the Owner describing ways to proceed within the Owner's budget for the Owner's written approval PROJECT SCHEDULE The Architect/Engineer shall prepare for the Owner's review and approval a preliminary Project Schedule that shall show the timing and sequencing of the design and construction required to meet the time criteria set forth in the Owner's Program. The Project Schedule shall be updated for the Owner's review and approval at the completion of Schematic Design Documents, Design Development Documents and Construction Documents, except when construction commences before the completion of such Documents. If the Contractor has been retained to provide preconstruction services as part of the Work, the Architect/Engineer shall coordinate and update the Project Schedule with the Schedule of the Work prepared by the Contractor. The Architect/Engineer shall make appropriate recommendations if any Project Schedule shows a deviation from previously approved Project Schedules SCHEMATIC DESIGN DOCUMENTS Based upon the Owner's Program, including any approved refinements or clarifications, the Architect/Engineer shall prepare, for the Owner's review and approval, Schematic Design Documents consisting of drawings, outline specifications and other documents illustrating the Project's basic elements, scale, and their relationship to the Worksite. Schematic Design Documents shall include, as applicable, conceptual plans of the site and 5

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Document B252TM 2007

Document B252TM 2007 Standard Form of Architect s Services: Architectural Interior Design for the following PROJECT: (Name and location or address) This document has important legal consequences. Consultation