1-Exhibit K -B101 and Exhibits Combined 091221 for RFQ-25-039 -FINAL.pdf

B101 - 2017 / TEMPLATE FOR CSP PROJECTS / Revised through 09/12/21 Page 1

AIA B101- 2017 OWNER/ARCHITECT AGREEMENT – WORD VERSION

[For Use with Competitive Sealed Proposals]

Note: this draft of the B101 - 2017 Agreement is to be used only with CSP and is in conventional Word format so that the parties can more easily redline / document compare, word search, and provide Comments. Once the final Agreement has been negotiated, an execution version will be prepared using the AIA software.

AGREEMENT made as of the day of in the year (In words, indicate day, month and year)

BETWEEN the Architect’s client identified as the Owner:

(Name, address and other information)

Tarrant County College District (“TCCD” or “Owner”) 300 Trinity Campus Circle Fort Worth, Texas 76102 and the Architect:

(Name, address and other information)

[INSERT THE NAME OF THE ARCHITECT]

for the following Project:

(Name, location and detailed description)

THE ___________ PROJECT to be located at ______ and more particularly described in the Project Description attached hereto and incorporated fully herein at Exhibit A.

Owner and Architect agree as follows.

Exhibit K -B101 and Exhibits Combined 091221 RFQ #25-039: Architectural and Engineering Services for Data Center MEP Updates Tarrant County College District

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TABLE OF ARTICLES

1 INITIAL INFORMATION

2 ARCHITECT’S RESPONSIBILITIES

3 SCOPE OF ARCHITECT’S BASIC SERVICES

4 SUPPLEMENTAL AND 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 Article 1 or in such documents or Exhibits referenced in this Article 1, including the Project Description attached hereto as Exhibit A and incorporated fully herein, hereinafter referred to collectively as the “Initial Information”.

§ 1.1.1 The Owner’s program for the Project: the Initial Information, together with such material changes subsequently made by the Owner and furnished to the Architect, and such other information with regard to the Owner’s requirements for the Project subsequently furnished by the Owner to the Architect shall constitute the “Owner’s Program”. The Owner’s Program shall include such changes made by the Owner to the initial Owner’s Program as a result of the programming services Architect is required to perform hereunder (see Architect’s Programming Services Requirements attached hereto as Exhibit B-1).

§ 1.1.2 The Project’s physical characteristics: are more particularly described in the Project Description attached hereto as Exhibit A.

§ 1.1.3 The Owner’s Budget for the Cost of the Work, as defined in Section 6.1: See Project Description attached hereto as Exhibit A.

§ 1.1.4 The Owner’s anticipated design and construction milestone dates: See Project Description attached hereto as Exhibit A.

§ 1.1.5 The Owner intends the following procurement and delivery method for the Project: see Section 3.5 below.

§ 1.1.6 The Owner’s anticipated Sustainable Objective for the Project:______________.

§ 1.1.7 The Owner identifies the following representative in accordance with Section 5.3: see Section 10.13 below.

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§ 1.1.8 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: See Section 10.13 below.

§ 1.1.9 The Owner shall retain the following consultants and contractors: See Article 5 below. Without limiting the foregoing, and in the Owner’s sole discretion, Owner may retain a third-party to perform various pre-construction activities, including cost estimating, prior to procuring and entering into a contract with a Contractor for construction of the Work. For purposes of this Agreement, the term “Owner’s Cost Consultant” shall mean such third-party retained by the Owner or, as applicable, the Contractor or Construction Manager retained by the Owner to perform pre-construction activities. Notwithstanding the foregoing, Architect shall perform such cost estimating services as may be required herein as Basic Services, except to the extent cost estimating is expressly excluded as Basic Services in the Architect's Scope of Services Statement, if any, attached hereto as Exhibit B.

§ 1.1.10 The Architect identifies the following representative in accordance with Section 2.3: see Section 10.13 below.

§ 1.1.11 The Architect shall retain the subconsultants identified in Sections 1.1.11.1 and 1.1.11.2:

§ 1.1.11.1 Subconsultants retained under Basic Services: see Section 3.1 below.

§ 1.1.11.2 Subconsultants retained under Supplemental Services: see Article 4 below.

§ 1.1.12 Other Initial Information on which the Agreement is based: None.

§ 1.2 The Owner and Architect may rely on the Initial Information. Both parties, however, recognize that the Initial Information may materially change and, in that event, the Owner and the Architect shall appropriately adjust the schedule, the Architect’s services and the Architect’s compensation. The Owner shall adjust the Owner’s Budget for the Cost of the Work and the Owner’s anticipated design and construction milestones, as necessary, to accommodate material changes in the Initial Information.

§ 1.3 If the Owner and Architect intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions.

§1.4 Unless otherwise provided for under separate written agreement, any services provided by the Architect concerning the Project prior to the full execution and delivery of this Agreement shall be governed by the terms and conditions of this Agreement. The parties hereby ratify, confirm, and approve said services as procured and provided pursuant to this Agreement.

ARTICLE 2 ARCHITECT’S RESPONSIBILITIES

§ 2.1 The services performed by the Architect, Architect's employees and Architect's subconsultants shall be as enumerated in Articles 2, 3 and 12 and the Architect's Scope of Services Statement, if any, attached hereto as Exhibit B, the Architect’s Programming Services Requirements, if any, attached hereto as Exhibit B-1, and the Supplemental Contract Terms attached hereto as Exhibit B-2.

§ 2.1.1 Architect agrees and represents that it shall perform such services required hereunder in accordance with the terms of this Agreement and, in connection therewith, shall render its professional opinions and advice and exercise its professional judgment commensurate with its applicable standard of care as set forth in Section 2.2 below (the "Standard of Care").

§ 2.2 To the fullest extent as may be required by Section 271.904 of the Texas Local Government Code and Chapter 130 of the Texas Civil Practice and Remedies Code, or as otherwise permitted to be required by Applicable Law, the Architect shall perform its services consistent with the professional skill and care ordinarily provided by competent design professionals practicing under the same or similar circumstances and professional licenses and as expeditiously as is prudent considering the ordinary professional skill and care of such competent architect or

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B101 - 2017 / TEMPLATE FOR CSP PROJECTS / Revised through 09/12/21 Page 4 engineer (the “Standard of Care”). Subject to its Standard of Care, the Architect shall perform such services consistent with the orderly progress of the Project and within the time parameters as set forth in this Agreement (including but not limited to the Exhibits attached hereto).

§ 2.3 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project. Such representative shall not be changed except upon written notice furnished to Owner.

§ 2.4 Except with the Owner’s knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would compromise or reasonably appear to compromise the Architect’s professional judgment with respect to this Project.

§ 2.5 The Architect shall maintain the insurance coverages for the duration of this Agreement as required in the Insurance Requirements attached hereto as Exhibit C and incorporated fully herein.

§ 2.6 Consistent with its Standard of Care, Architect shall be responsible for the completeness and accuracy of all drawings and specifications submitted by or through Architect and for their compliance with all applicable codes, ordinances, regulations, laws, and statutes (such requirements being referred to herein collectively as “Applicable Law”) and shall make such revisions and modifications to such plans, and drawings as may be necessary to comply with the permitting and other regulatory and legal requirements of the jurisdiction of the Project. Architect shall take such action with reasonable promptness as to cause no delay in the Project or in the activities of the Owner, the Owner’s Cost Consultant (if any), the Contractor or other contractors of the Owner. All documents shall bear all indicators of completeness of the work (such as professional seals) required by the Texas Board of Architectural Examiners and/or the Texas Engineering Practice Act, as applicable. The Architect is required to design to the most stringent prevailing code having jurisdiction over the project.

§ 2.7 Architect has submitted and Owner has approved a project organizational chart identifying all of Architect's personnel who will be performing services related to this Project and their responsibilities in connection with this Project. If at any time after entering into this Agreement, Owner has any reasonable objection to any such person or entity, Architect shall promptly propose substitutes to whom the Owner has no reasonable objection. Except upon the request of the Owner, the Architect shall retain each person approved by the Owner in his (or her) respective position for the duration of the Project. Should circumstances beyond the control of the Architect result in changes to Architect's personnel, the Architect shall submit the credentials of Architect's proposed replacement team member for the Owner's approval, which shall not be unreasonably withheld. The Architect’s obligations hereunder shall be deemed material obligations of the Agreement and its failure to comply with the requirements hereof shall be deemed to be a material default.

Architect’s key personnel approved by Owner include:

a. ____________ – ________________;

b. ____________ – ________________;

c. ____________ – ________________.

§ 2.8 The Architect shall hire all subconsultants ("subconsultants") necessary to properly complete the services and perform its obligations under the Agreement.

§ 2.8.1 The services to be rendered by the Architect consist of, and all references in this Agreement to the Architect’s services shall be deemed to include, services rendered by the entity defined as the Architect and services rendered by employees of such entity and all subconsultants, specialists, and other persons, firms, or entities retained by the Architect to perform services pursuant to this Agreement. Any term or provision to the contrary notwithstanding, Architect shall be responsible for the timely and proper performance of all such services, subject to the licensing requirements of the state where the Project is located and in accordance with the Standard of Care.

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§ 2.8.2 All subconsultants retained by the Architect not previously approved by the Owner are subject to the Owner's approval on the basis of qualifications and personnel committed to the Project which approval shall not be unreasonably withheld. In addition, all substitutions of subconsultants by the Architect are subject to the Owner's approval, which approval shall not be unreasonably withheld.

§ 2.9 Owner reserves the right to retain other design professionals, consultants, and contractors for similar or dissimilar services. Without limiting Architect’s obligations arising under Article 3 below, Architect’s services shall be coordinated with those of other design professionals or consultants, if any, retained by the Owner for the Project and identified in writing to the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Project and the services of the Architect and such other design professionals or consultants.

§ 2.10 Architect shall upon written request by Owner furnish to Owner and any lender providing financing for the Project (if any) a Certificate that, in the Architect’s professional opinion, all drawings and specifications prepared by or through the Architect conform to Applicable Law, including all applicable governmental regulations, statutes, rules and ordinances, and that to the best of its knowledge the Project when completed (if built in accordance with the Construction Documents) will be in accordance therewith. Architect expressly agrees to produce any available documentation, or otherwise reasonably satisfy the requirements of any public agency, quasi-public agency, regulatory agency, financing entity or other party with jurisdiction over the Project or its financing to establish such compliance.

ARTICLE 3 SCOPE OF ARCHITECT’S BASIC SERVICES

§ 3.1 The Architect’s Basic Services consist of those described in this Article 3 and in the Architect's Scope of Services Statement attached hereto as Exhibit B and include usual and customary structural, mechanical and plumbing, and electrical engineering services, as well as any other services that are customarily or necessarily implied in order to complete the work that is described in this Agreement and any attachments hereto. Services not set forth or required in this Article 3 or not set forth as required or as Basic Services in the Exhibits attached hereto are Supplemental or Additional Services. Without limiting the foregoing, the Architect will perform the following services or retain the following subconsultants as part of its Basic Services:

Consulting Services To be performed by:

Structural

Civil

Mechanical and Plumbing

Electrical

Interiors architectural design (excluding

FFE)

Landscape architecture

Groundwater control and de-watering

Water-proofing / building envelope

Acoustical/Sound

Accessibility

Sustainability Services

§ 3.1.1 The Architect shall manage the Architect’s services, consult with the Owner, research applicable design criteria, attend Project meetings, communicate with members of the Project team and report progress to the Owner.

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§ 3.1.2 Consistent with Section 2.9 above, the Architect shall coordinate its services with those services provided by the Owner and the Owner’s other design professional, consultants, and contractors. The Owner shall require its consultants to cooperate and coordinate their services with those services provided by the Architect.

§ 3.1.2.1 The documents and information prepared by such other design professional, consultants, and contractors shall be used by the Architect in connection with the services to be performed hereunder by the Architect. Upon receipt of such documents and/or information, Architect will promptly review such documents and/or information and will notify Owner in writing if Architect discovers such documents and/or information is inadequate for Architect’s use or if Architect discovers errors, omissions, or inconsistencies therein. The Architect shall be entitled to rely on the accuracy and completeness of services and information furnished by the Owner and the Owner’s Separate Consultants (those consultants other than the Architect contracting directly with the Owner), provided such reliance is reasonable. The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error, omission or inconsistency in such services or information or any problem with the timeliness of such services provided by the Owner or its consultants.

§ 3.1.3 If the Architect has not already done so, as soon as practicable after the date of this Agreement, the Architect shall submit for the Owner’s approval a schedule for the performance of the Architect’s services which shall be consistent with the time periods established in this Agreement, including the Exhibits attached hereto, and which may be adjusted, if necessary, by written mutual agreement of the parties as the Project proceeds. The schedule initially shall include anticipated dates for the commencement of construction and for Substantial Completion of the Work as set forth in the Initial Information. The Architect’s schedule shall include adequate allowances for periods of time required for the Owner’s and Contractor’s review, for the performance of the Owner’s Separate Consultants, and for approval of submissions by authorities having jurisdiction over the Project. Once approved by the Owner, time limits established by the Architect’s schedule shall not, except for reasonable cause, be exceeded by the Architect or Owner. With the Owner’s approval, the Architect shall adjust the Architect’s schedule, if necessary as the Project proceeds until the commencement of construction.

§ 3.1.4 The Architect shall not be responsible for an Owner’s directive or substitution which constitutes a material change to the requirements of the Construction Documents prepared by the Architect and which are made without the Architect’s approval, such approval not to be untimely or unreasonably withheld (consistent with the Architect’s Standard of Care). If a change or substitution is proposed by the Owner or the Contractor and the Architect has a reasonable (consistent with the Architect’s Standard of Care) objection to such change or substitution, the Architect shall expressly object in writing to such proposed change or substitution, setting forth the specific basis of its objections to such proposed change or substitution. If the Owner then directs the Architect to incorporate such proposed change or substitution into the Construction Documents or directs or otherwise authorizes the Contractor to perform such change or substitution without a revision in the Construction Documents over the Architect’s objection, the Owner agrees to accept these risks, and the costs and consequences associated with them.

§ 3.1.5 The Architect shall, at appropriate times and with prior notice to Owner, contact the governmental authorities required to approve the Construction Documents and the entities providing utility services to the Project. In designing the Project, the Architect shall respond to applicable design requirements imposed by such governmental authorities and by such entities providing utility services.

§ 3.1.6 The Architect shall assist the Owner in connection with the Owner’s responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. The Architect shall coordinate all phases of project communication and documentation through program management software as designated by the Owner.

§ 3.1.7 The Architect shall timely recommend to the Owner all appropriate investigations, surveys, tests, analyses and reports to be obtained as may be necessary for the proper execution of Architect’s services.

§ 3.1.8 The Architect shall promptly, upon request by Owner, or notice or discovery by Architect, during any phase of the Project, make necessary modifications, revisions, or corrections of errors, ambiguities, or omissions in the

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Drawings and Specifications included in the Architect’s scope of services as Basic Services and without additional compensation, except as otherwise expressly provided herein for Additional Services.

§ 3.1.9 The Architect shall secure Owner’s written approval of each Phase of Architect’s services under this Agreement prior to proceeding with subsequent Phases. This approval process is expected to apply independently to individual identified portions of the Project. Without limiting Section 5.9 below, the Owner shall have the absolute right to withhold approval of any portion of the Architect’s services under this Agreement, including but not limited to any Phase of this Project, for reasonable cause whatsoever, including, but not limited to, aesthetics. No further services shall be undertaken by the Architect and the Owner shall not be liable for the payment of any fees and expenses of the Architect for such further services unless and until the Owner gives the Architect written approval to proceed to each successive Phase of Basic Services described in this Agreement. Promptly upon receiving Owner’s approval, the Architect shall proceed to perform such subsequent services; provided, however, that any delay incurred in obtaining such written approval from Owner (in excess of time permitted for Owner response in this Agreement or the Project program, if any) shall be added to the time allotted the Architect to fulfill this Agreement.

§ 3.1.10 All services provided by Architect’s subconsultants shall be part of Basic Services, except as otherwise expressly provided in Exhibit B attached hereto and incorporated herein. Architect will coordinate the services of Architect’s subconsultants and will require that services are provided by its subconsultants in accordance with the applicable Standard of Care and Project Schedule. Architect will cause Architect’s subconsultants to promptly correct any errors, omissions, or inconsistencies discovered in such Architect’s subconsultants’ documents.

§ 3.1.11 Subject to any approval of personnel pursuant to Section 2.8 above, Architect shall assign such additional qualified and competent personnel as may be required for Architect to perform its services properly and in a timely fashion in accordance with the Architect’s Standard of Care and obligations arising under the Agreement. Architect agrees that any persons performing any services provided by Architect hereunder, whether as architect, engineer, or otherwise, shall be qualified and possess the skill and competence required to properly perform such services and, if required to be licensed in the jurisdiction where the Project is located, shall be properly licensed in such jurisdiction.

§ 3.1.12 The Architect’s Basic Services shall also include those programming services, if any, as set forth in Architect’s Programming Services Requirements attached hereto as Exhibit B-1 and incorporated fully herein.

Except as otherwise agreed or directed in writing by Owner, such programming services shall commence prior to commencement of Schematic Design Phase Services.

§ 3.2 Conceptual and Schematic Design Phase Services § 3.2.1 The Architect shall review the Owner’s Program and other information furnished by the Owner, and shall review Applicable Law relating or applicable to the Architect’s services.

§ 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 proposed procurement or delivery method and other information concerning the Project furnished by Owner, each in terms of the other, to ascertain the requirements of the Project. As part of such evaluation, Architect shall notify the Owner of (1) any inconsistencies discovered in the information, (2) any concerns or reservations the Architect has with regard to the schedule and Budget for the Cost of the Work furnished by Owner, and (3) 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 shall discuss with the Owner alternative approaches to design and construction of the Project, including the feasibility of incorporating environmentally responsible design approaches. The Architect shall reach an understanding with the Owner regarding the requirements of the Project.

§ 3.2.4 Based on the Project’s requirements agreed upon with the Owner, the Architect shall prepare and present 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. Architect shall not commence Schematic Design Phase Services prior to Owner’s approval of the preliminary design, except upon Owner’s written approval to commence such services.

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The Schematic Design Documents shall consist of drawings and other documents including a site plan, if appropriate, and preliminary building plans, sections and elevations; and may include some combination of study models, perspective sketches, or digital representations. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing.

§ 3.2.5.1 The Architect shall consider environmentally responsible / sustainable design 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. Except when sustainable design services are part of the Basic Services in this Article 3, the Owner may obtain more advanced sustainable design services under Article 4.

§ 3.2.5.2 The Architect shall consider 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 Program, schedule and Budget for the Cost of the Work.

§ 3.2.6 Except as otherwise expressly provided in Exhibit B, on reaching completion or near completion of the Schematic Design Documents or at such other point that the Owner may direct, the Architect shall submit the Schematic Design Documents to the Owner and shall prepare and submit to the Owner an estimate of the Cost of the Work in accordance with Section 6.3 or as otherwise required by the Agreement. If cost estimating by the Architect has been expressly excluded as a Basic Service in Exhibit B and Owner has retained an Owner’s Cost Consultant to prepare an estimate of the Cost of the Work, Architect shall assist and cooperate with the Owner’s Cost Consultant as reasonably required for the estimate of the Cost of the Work in accordance with Section 6.3.

§ 3.2.6.1 Upon receipt of the cost estimate at the conclusion of the Schematic Design Phase, the Architect shall take action as required under Sections 6.5 through 6.7. If revisions 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 Owner, in its sole discretion, may elect to require the Architect to incorporate the required revisions in the Schematic Design Documents as a condition to approval of the Schematic Design Documents or may direct the Architect to incorporate the required revisions in the Design Development Documents.

§ 3.2.7 The Architect shall submit the completed Schematic Design Documents to the Owner, and request the Owner’s approval.

§ 3.3 Design Development Phase Services § 3.3.1 Based on the Owner’s written approval of the Schematic Design Documents, and on the Owner’s authorization of any adjustments in the Project requirements and the Budget for the Cost of the Work, the Architect shall prepare Design Development Documents for the Owner’s approval. Architect shall not commence Design Development Phase Services prior to Owner’s approval of the Schematic Design Documents, except upon Owner’s written approval to commence such services. The Design Development Documents shall illustrate and describe the development of the approved Schematic Design Documents and shall consist of drawings and other documents including plans, sections, 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 other appropriate elements. The Design Development Documents shall also include outline specifications that identify major materials and systems and establish in general their quality levels.

§ 3.3.2 Except as otherwise expressly provided in Exhibit B, on reaching completion or near completion of the Design Development Documents or at such other point that the Owner may direct, the Architect shall submit the Design Development Documents to the Owner and shall prepare and submit to the Owner an estimate of the Cost of the Work in accordance with Section 6.3 or as otherwise required by the Agreement. If cost estimating by the Architect has been expressly excluded as a Basic Service in Exhibit B and Owner has retained an Owner’s Cost Consultant to prepare an estimate of the Cost of the Work, Architect shall assist and cooperate with the Owner’s Cost Consultant as reasonably required for the estimate of the Cost of the Work in accordance with Section 6.3.

§ 3.3.2.1 Upon receipt of the estimate at the conclusion of the Design Development Phase, the Architect shall take action as required under Sections 6.5 through 6.7. If revisions to the Design Development Documents are required

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B101 - 2017 / TEMPLATE FOR CSP PROJECTS / Revised through 09/12/21 Page 9 to comply with the Owner’s Budget for the Cost of the Work at the conclusion of the Design Development Phase, the Owner, in its sole discretion, may elect to require the Architect to incorporate the required revisions in the Design Development Documents as a condition to approval of the Design Development Documents or may direct the Architect to incorporate the required revisions in the Construction Documents.

§ 3.3.3 The Architect shall submit the completed Design Development Documents to the Owner and request the Owner’s approval.

§ 3.4 Construction Documents Phase Services § 3.4.1 Based on the Owner’s written approval of the Design Development Documents, and on the Owner’s authorization of any adjustments in the Project requirements and the Budget for the Cost of the Work, the Architect shall prepare Construction Documents for the Owner’s approval. Architect shall not commence Construction Documents Phase Services prior to Owner’s approval of the Design Development Documents, except upon Owner’s written approval to commence such services. The Construction Documents shall illustrate and describe the further development of the approved Design Development Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels and performance criteria 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 the design requirements of governmental authorities having jurisdiction over the Project into the Construction Documents. Without limiting the foregoing, Construction Drawings and specifications submitted by the Architect to Owner for approval shall be sufficiently complete and unambiguous and in compliance with all Applicable Law, except to the extent expressly and specifically otherwise stated in detail in writing by Architect at the time of such submission.

§ 3.4.3 During the development of the Construction Documents, the Architect shall assist the Owner in the development and preparation of (1) bidding and procurement information that describes the time, place and conditions of bidding, including bidding or proposal forms; and (2) any Supplementary Conditions of the Contract for Construction as expressly authorized in writing by the Owner. The Architect shall also compile a project manual that includes the General Conditions of the Contract for Construction as furnished by the Owner and Specifications prepared by the Architect consistent with the General Conditions of the Contract for Construction as furnished by the Owner.

§ 3.4.4 Except as otherwise expressly provided in Exhibit B, during the Construction Documents Phase, the Architect shall submit the Construction Documents to the Owner in accordance with the submittal schedule set forth below or as otherwise directed by Owner and shall prepare and submit to the Owner an estimate of the Cost of the Work in accordance with Section 6.3 or as otherwise required by the Agreement. If cost estimating by the Architect has been expressly excluded as a Basic Service in Exhibit B and Owner has retained an Owner’s Cost Consultant to prepare an estimate of the Cost of the Work, Architect shall assist and cooperate with the Owner’s Cost Consultant as reasonably required for the estimate of the Cost of the Work in accordance with Section 6.3 and in accordance with the cost estimating schedule set forth below or as otherwise directed by Owner. Owner anticipates that cost estimating shall be required as follows:

if requested by Owner at approximately 50% completion of the Construction Documents, and upon completion or near completion of the “permit set” of Construction Documents (which will be used in procuring the construction contract).

§ 3.4.4.1 Upon receipt of the estimates of the Cost of the Work during the Construction Documents Phase, the Architect shall take such action as required under Sections 6.5 through 6.7.

§ 3.4.5 The Architect shall submit the Construction Documents to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the Work, take any action required under Section 6.5, and request the Owner’s approval.

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§ 3.5 Procurement Phase Services § 3.5.1 General Following the Owner’s approval of the Construction Documents, the Architect shall assist the Owner in (1) obtaining competitive bids or competitively selected proposals; (2) confirming responsiveness of bids or proposals;

(3) determining the successful bid or proposal, if any; and, (4) awarding contracts for construction. As part of its Basic Services, Architect shall prepare design and documentation for alternate bids or proposal requests proposed by Owner.

§ 3.5.2 Competitive Procurement § 3.5.2.1 “Bidding or Competitive Procurement Documents” shall consist of bidding / proposal requirements and proposed Contract Documents.

§ 3.5.2.2 Upon Owner's request, the Architect shall assist the Owner in selecting the Contractor (or Construction Manager as applicable) for the Project pursuant to applicable competitive procurement requirements by

.1 procuring the reproduction of Bidding or Competitive Procurement Documents for distribution to prospective bidders or proposers;

.2 distributing the Bidding or Competitive Procurement Documents to prospective bidders or proposers, requesting their return upon completion of the competitive selection process, and maintaining a log of distribution and retrieval and of the amounts of deposits, if any, received from and returned to prospective bidders or proposers;

.3 organizing and conducting a pre-bid conference for prospective bidders or proposers;

.4 preparing responses to questions from prospective bidders or proposers and providing clarifications and interpretations of the Bidding or Competitive Procurement Documents to all prospective bidders or proposers in the form of addenda; and

.5 organizing and conducting the opening of the bids or responses to competitive proposals, and subsequently documenting and distributing the bidding or competitive selection results, as directed by the Owner.

§ 3.5.2.3 The Architect shall consider requests for substitutions, if the Proposal Documents permit substitutions, and shall prepare and distribute addenda identifying approved substitutions to all prospective contractors.

§ 3.5.3 Negotiating Competitive Proposals § 3.5.3.1 Proposal Documents shall consist of proposal requirements and proposed Contract Documents.

§ 3.5.3.2 Upon Owner's request, the Architect shall assist the Owner in reviewing and evaluating proposals by

.1 procuring the reproduction of Proposal Documents for distribution to prospective contractors, and requesting their return upon completion of the negotiation process;

.2 organizing and participating in selection interviews with prospective contractors; and

.3 participating in negotiations with prospective contractors, and subsequently preparing a summary report of the negotiation results, as directed by the Owner.

§ 3.5.3.3 The Architect shall consider requests for substitutions, if the Proposal Documents permit substitutions, and shall prepare and distribute addenda identifying approved substitutions to all prospective contractors.

§ 3.5.4 Once the Contractor has been retained by the Owner, the Architect shall cooperate with the Contractor in connection with the Contractor’s performance of its services to the Owner, shall be responsive to any requests from the Contractor for information to which the Contractor is entitled under the Contract Documents, and shall timely furnish all information relating to the Project or the Construction Documents prepared by the Architect as authorized or directed by the Owner.

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§ 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 Owner's standard form of the AIA Document A201™–2017, General Conditions of the Contract for Construction for Competitive Sealed Proposals (CSP), a copy of which is attached hereto for reference purposes as Exhibit I. References herein to such AIA Document A201 shall refer to the standard form attached hereto as Exhibit I. If the Owner and Contractor modify AIA Document A201–2017 as attached hereto, those modifications shall not affect the Architect’s services under this Agreement unless the Owner and the Architect amend this Agreement.

§ 3.6.1.2 The Architect shall advise and consult with the Owner during the Construction Phase Services and report to Owner material errors, defects, omissions, inconsistencies, deficiencies and/or deviations in its Contract Documents that are observed by the Architect or its subconsultants. The Architect shall not have authority to act on behalf of the Owner except to the extent expressly provided in this Agreement or as expressly authorized in writing by Owner. 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 Contractor or of any other persons or entities performing portions of the Work.

§ 3.6.1.3 Subject to Section 4.2 and except as provided in Section 3.6.6.5, 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 Payment.

§ 3.6.2 Evaluations of the Work § 3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise required in Section 4.2 or the Architect's Scope of Services Statement attached hereto as Exhibit B, to become generally familiar with the progress and quality of the portion of the 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. “Work” as used herein shall mean those elements and systems of the Project within the Architect’s scope of service. The Architect shall provide Owner with written reports of such reviews. However, except as otherwise agreed in the Architect's Scope of Services Statement, if any, attached hereto as Exhibit B, 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 reasonably informed about the progress and quality of the portion of the Work completed, and promptly report to the Owner (1) known deviations from the Contract Documents, (2) known deviations from the most recent construction schedule submitted by the Contractor, and (3) defects and deficiencies observed in the Work.

§ 3.6.2.2 The Architect has the authority to reject Work or to recommend to the Owner to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect shall have the authority to recommend to the Owner to require inspection or testing of the 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 shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, suppliers, their agents or employees or other persons or entities performing portions of the Work.

§ 3.6.2.3 The Architect shall interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of the Owner. The Architect’s response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness.

§ 3.6.2.4 Interpretations and decisions of the Architect which are required by the Owner or the Contract Documents shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings.

Exhibit K -B101 and Exhibits Combined 091221

B101 - 2017 / TEMPLATE FOR CSP PROJECTS / Revised through 09/12/21 Page 12

§ 3.6.2.5 The Architect shall perform those services and comply with those requirements as set forth in the Supplemental Contract Terms attached hereto as Exhibit B-2, and incorporated fully herein.

§ 3.6.3 Certificates for Payment to Contractor § 3.6.3.1 Unless the Architect's Scope of Services Statement attached hereto as Exhibit B expressly provides that certification of payment shall not be a Basic Service hereunder, the Architect shall review and certify the amounts due the Contractor and shall issue certificates in such amounts. The Architect’s certification for payment shall constitute a representation to the Owner, based on the Architect’s evaluation of the Work as provided in Section

3.6.2 and on the data comprising the Contractor’s Application for Payment, that, to the best of the Architect’s knowledge, information and belief, the Work has progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and that the Contractor is entitled to payment in the amount certified. The foregoing representations are subject to (1) an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, (2) results of subsequent tests and inspections, (3) correction of minor deviations from the Contract Documents prior to completion, and (4) specific qualifications expressed by the Architect.

§ 3.6.3.2 The issuance of a 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. However, the issuance of a Certificate of Payment shall be a representation that the Architect has made such on-site observations (as required by this Agreement) to check the status, quality, and quantity of the Work.

§ 3.6.3.3 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 the Contractor’s submittal schedule and shall not unreasonably delay or withhold approval of the schedule. The Specifications prepared by the Architect shall set out what aspects of the Work, in the Architect’s professional judgment (in accordance with its Standard of Care), should be the subject of shop drawings and submittals or the Architect shall otherwise timely communicate such requirements to Owner and Contractor.

The Architect’s action in reviewing submittals 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 submittal schedule, the Architect shall review and approve or take other appropriate action upon the Contractor’s submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents and reviewing changes highlighted by the Contractor. Review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions, 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, sequences 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 professional design services or certifications by a design professional related to systems, materials or equipment, the Architect shall specify in writing the appropriate performance and design criteria that such services must satisfy. The Architect shall review and take appropriate actions on Shop Drawings and other submittals related to the Work designed or certified by the Contractor’s design professional that bear such professional’s seal and signature when submitted to the Architect.

The Architect shall be entitled 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 Subject to the provisions of Section 4.2, the Architect shall review and respond to requests for information about the Contract Documents. The Architect shall set forth in the Contract Documents the requirements for requests

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B101 - 2017 / TEMPLATE FOR CSP PROJECTS / Revised through 09/12/21 Page 13 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 within any time limits agreed upon, or otherwise with reasonable promptness. If appropriate, the Architect shall prepare and issue supplemental Drawings and Specifications in response to the requests for information.

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

§ 3.6.5 Changes in the Work § 3.6.5.1 Upon the Owner's request, the Architect shall prepare Change Orders and Construction Change Directives for the Owner’s approval and execution in accordance with the Contract Documents. On request of Owner, Architect shall review and recommend approval or disapproval of Contractor’s Change Order proposals.

§ 3.6.5.2 The Architect shall maintain records relative to changes in the Work. Except as otherwise provided in the Architect's Scope of Services Statement, if any, attached hereto as Exhibit B, the Architect shall prepare reproducible (hard copy) and electronic (digital) record drawings as a Basic Service showing significant changes in the work made during construction based on marked-up drawings and other data furnished by the Owner to the Architect and on issued Addenda, Change Orders, and Construction Change Directives.

§ 3.6.6 Project Completion § 3.6.6.1 Except to the extent expressly excluded as Basic…