B121-2018 - Standard Form of Master Agreement Between Owner and Architect

Document B121

™

– 2018

Standard Form of Master Agreement Between Owner and Architect for Services

provided under multiple Service Orders

Init.

AIA Document B121

™

the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at

12:10:02 ET on 09/12/2022 under Order No.3104236809 which expires on 03/02/2023, is not for resale, is licensed for one-time use only, and may only be used in

accordance with the AIA Contract Documents

User Notes: (843343193)

ADDITIONS AND DELETIONS:

The author of this document has

added information needed for its

completion. The author may also

have revised the text of the original

AIA standard form. An Additions and

Deletions Report that notes added

information as well as revisions to the

standard form text is available from

the author and should be reviewed. A

vertical line in the left margin of this

document indicates where the author

has added necessary information

and where the author has added to or

deleted from the original AIA text.

This document has important legal

consequences. Consultation with an

attorney is encouraged with respect

to its completion or modification.

This document does not contain a

description of the Architect’s scope of

Services and related terms. This

document is intended to be used in

conjunction with AIA Document

B221™–2018, Service Order for use

with Master Agreement Between

Owner and Architect

AGREEMENT made as of the 30th day of June in the year 2022

(In words, indicate day, month, and year.)

BETWEEN the Owner:

(Name, legal status, address, and other information)

Auburn-Washburn USD 437

Shuler Education Center

5928 SW 53

Topeka, KS 66610

and the Architect:

(Name, legal status, address, and other information)

HTK Architects, Inc.

900 S. Kansas Ave., Suite 200

Topeka, KS 66612

785-266-5373

The Owner and Architect agree as follows.

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AIA Document B121

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the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at

12:10:02 ET on 09/12/2022 under Order No.3104236809 which expires on 03/02/2023, is not for resale, is licensed for one-time use only, and may only be used in

accordance with the AIA Contract Documents

User Notes: (843343193)

TABLE OF ARTICLES

1 MASTER AGREEMENT TERM AND PARTY REPRESENTATIVES

2 SERVICE ORDERS

3 ARCHITECT’S RESPONSIBILITIES

4 ADDITIONAL SERVICES

5 OWNER’S RESPONSIBILITIES

6 COPYRIGHTS AND LICENSES

7 CLAIMS AND DISPUTES

8 TERMINATION OR SUSPENSION OF SERVICE AGREEMENTS

9 COMPENSATION

10 MISCELLANEOUS PROVISIONS

11 SPECIAL TERMS AND CONDITIONS

12 SCOPE OF THIS MASTER AGREEMENT

ARTICLE 1 MASTER AGREEMENT TERM AND PARTY REPRESENTATIVES

§ 1.1 This Master Agreement shall be effective for one year after the date first written above ("Date of this Master

Agreement").

§ 1.2 This Master Agreement shall apply to all Service Orders agreed to by the Parties within the term of this Master

Agreement until completion of the Service Order. In the event of a conflict between terms and conditions of this

Master Agreement and a Service Order, the terms of the Service Order shall take precedence for the services provided

pursuant to the Service Order. An agreed upon Service Order together with this Master Agreement form a Service

Agreement. A Service Agreement represents the entire and integrated agreement between the parties, and supersedes

prior negotiations, representations, or agreements, either written or oral. A Service Agreement may be amended or

modified only by a Modification.

§ 1.3 This Master Agreement will renew on an annual basis, on the day and month of the Date of this Master

Agreement, unless either party provides notice of their intent not to renew this Master Agreement. Notice must be

provided at least 60 days prior to the renewal date. In the event either party elects not to renew this Master Agreement,

the terms of this Master Agreement shall remain applicable until all Service Orders under this Master Agreement are

completed or terminated.

§ 1.4 The Owner identifies the following representative authorized to act on the Owner’s behalf with respect to this

Master Agreement:

Dr. Scott McWilliams, Superintendent

Auburn-Washburn USD 437

Shuler Education Center

5928 SW 53

Topeka, KS 66610

§ 1.4.1 In each Service Order, the Owner will identify a representative authorized to act on the Owner’s behalf with

respect to the Service Order.

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AIA Document B121

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accordance with the AIA Contract Documents

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§ 1.5 The Architect identifies the following representative authorized to act on the Architect’s behalf with respect to

this Master Agreement:

Maria R. Kutina, AIA, NCARB

Principal, HTK Architects

§ 1.5.1 In each Service Order, the Architect will identify a representative authorized to act on behalf of the Architect

with respect to the Service Order.

§ 1.6 Nothing contained in this Master Agreement or in a Service Order shall create a contractual relationship with, or

a cause of action in favor of, a third party against either the Owner or Architect.

ARTICLE 2 SERVICE ORDERS

§ 2.1 The Architect shall perform the services set forth in each agreed upon Service Order, consisting of AIA

Document B221-2018, or such other document as the Owner and Architect may mutually agree upon. Each Service

Order shall state the name, location, and detailed description of the Project; describe the Architect’s Services; state the

Architect’s compensation; and list the attachments and exhibits incorporated by reference.

§ 2.2 This Agreement is based on the Initial information set forth in this Article 2. This agreement shall serve as a

Master Agreement between the ("Owner") and the ("Architect"). This Agreement between the Owner and Architect

retains the Architect, and architect’s consultants, when necessary, to provide professional services; such as but not

limited to or by time.

(Paragraph deleted)

§ 2.2.1 General consulting services for the purposes of assisting the Owner in planning, reviewing, procurement of

work, contractors or other services, or any other general consulting services requested by Owner.

§ 2.2.2 Future capital improvement projects funded by capital outlay, general funds, leases purchase, bond

referendum, etc.

§ 2.2.3 New and/or existing facility projects, including but not limited to, expansion/additions, new free standing

buildings and sites/or site infrastructures.

§ 2.2.4 Deferred maintenance and/or annual maintenance programs and projects, including but not limited to

Mechanical, electrical, plumbing and special systems.

§ 2.2.5 Assist the Owner on Contract Document Development for projects developed by the Owner or other

consultants or as otherwise requested.

§ 2.2.6 Programming and / or project management.

§ 2.2.7 Any other professional services covered by basic services of Article 3 or additional services of Article 4

described in the Service Order.

ARTICLE 3 ARCHITECT’S RESPONSIBILITIES

§ 3.1 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by

architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall

perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of

the services provided pursuant to a Service Agreement.

§ 3.2 Except with the Owner’s knowledge and consent, the Architect shall not engage in any activity, or accept any

employment, interest or contribution that would reasonably appear to compromise the Architect’s professional

judgment with respect to this Master Agreement or any Service Agreement.

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AIA Document B121

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12:10:02 ET on 09/12/2022 under Order No.3104236809 which expires on 03/02/2023, is not for resale, is licensed for one-time use only, and may only be used in

accordance with the AIA Contract Documents

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§ 3.3 The Architect shall maintain the following insurance until termination of this Master Agreement. If any of the

requirements set forth below are in addition to the types and limits the Architect normally maintains, the Owner shall

pay the Architect as set forth in Section 9.4.

(Identify types and limits of insurance coverage, and other insurance requirements applicable to the Agreement, if

any.)

.1 General Liability

$2,000,000 Each occurrence, $4,000,000 General Aggregate

.2 Automobile Liability

$1,000,000 Combined single limit

.3 Workers’ Compensation

$500,000

.4 Professional Liability

$1,000,000 per claim, $3,000,000 Aggregate

§ 3.4 The Architect shall coordinate its services with those services provided by the Owner and the Owner’s

consultants. The Architect shall be entitled to rely on the accuracy and completeness of the services and information

furnished by the Owner and the Owner’s consultants. The Architect shall provide prompt written notice to the Owner

if the Architect becomes aware of any error, omission, or inconsistency in such services or information.

§ 3.5 The Architect shall not be responsible for an Owner’s directive or substitution made without the Architect’s

approval.

§ 3.6 Prior to the Owner’s acceptance of the Construction Manager’s Guaranteed Maximum Price proposal, or the

Owner’s approval of the Construction Manager’s Control Estimate, as applicable, the Architect shall consider the

Construction Manager’s requests for substitutions and, upon written request of the Construction Manager, provide

clarification or interpretations pertaining to the Drawings, Specifications, and other documents submitted by the

Architect. The Architect and Construction Manager shall include the Owner in communications related to substitution

requests, clarifications, and interpretations.

§ 3.7 Review of the Construction Manager’s Guaranteed Maximum Price Proposal or Control Estimate

§ 3.7.1 At a time to be mutually agreed upon by the Owner and the Construction Manager, the Construction Manager

shall prepare, for review by the Owner and Architect, and for the Owner’s acceptance or approval, a Guaranteed

Maximum Price proposal or Control Estimate. The Architect shall assist the Owner in reviewing the Construction

Manager’s proposal or estimate. The Architect’s review is not for the purpose of discovering errors, omissions, or

inconsistencies; for the assumption of any responsibility for the Construction Manager’s proposed means, methods,

sequences, techniques, or procedures; or for the verification of any estimates of cost or estimated cost proposals. In the

event that the Architect discovers any inconsistencies or inaccuracies in the information presented, the Architect shall

promptly notify the Owner and Construction Manager.

§ 3.7.2 Upon authorization by the Owner, and subject to Section 4.2.1.14, the Architect shall update the Drawings,

Specifications, and other documents to incorporate the agreed upon assumptions and clarifications contained in the

Guaranteed Maximum Price Amendment or Control Estimate.

§ 3.8 Schematic Design Phase Services

§ 3.8.1 The Architect shall review the program, and other information furnished by the Owner and Construction

Manager, and shall review laws, codes, and regulations applicable to the Architect’s services.

§ 3.8.2 The Architect shall prepare a preliminary evaluation of the Owner’s program, schedule, budget for the Cost of

the Work, Project site, and other Initial Information, each in terms of the other, to ascertain the requirements of the

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AIA Document B121

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the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at

12:10:02 ET on 09/12/2022 under Order No.3104236809 which expires on 03/02/2023, is not for resale, is licensed for one-time use only, and may only be used in

accordance with the AIA Contract Documents

User Notes: (843343193)

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.

§ 3.8.3 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.

The Architect shall reach an understanding with the Owner regarding the requirements of the Project.

§ 3.8.4 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.

§ 3.8.5 Based on the Owner’s approval of the preliminary design, the Architect shall prepare Schematic Design

Documents for Construction Manager’s review and the Owner’s approval. 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.

§ 3.8.5.1 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 program, schedule, and budget for the Cost of the Work.

§ 3.8.6 Upon receipt of the Construction Manager’s review comments and cost estimate at the conclusion of the

Schematic Design Phase, the Architect shall take action as required under Section 11.4 and request the Owner’s

approval of the Schematic Design Documents. 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 Architect shall

incorporate the required revisions in the Design Development Phase.

§ 3.8.7 In the further 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 of the Work, which are to be provided by

the Construction Manager under the Construction Manager’s agreement with the Owner.

§ 3.9 Design Development Phase Services

§ 3.9.1 Based on the Owner’s 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 Construction Manager’s review and the Owner’s approval. 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 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.

§ 3.9.2 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 Construction Manager to

review the Design Development Documents.

§ 3.9.3 Upon receipt of the Construction Manager’s information and estimate at the conclusion of the Design

Development Phase, the Architect shall take action as required under Sections 11.5 and 11.6 and request the Owner’s

approval of the Design Development Documents.

§ 3.10 Construction Documents Phase Services

§ 3.10.1 Based on the Owner’s 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 Construction Manager’s review and the Owner’s approval. 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

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AIA Document B121

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the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at

12:10:02 ET on 09/12/2022 under Order No.3104236809 which expires on 03/02/2023, is not for resale, is licensed for one-time use only, and may only be used in

accordance with the AIA Contract Documents

User Notes: (843343193)

materials and systems and other requirements for the construction of the Work. The Owner and Architect

acknowledge that, in order to perform the Work, the Construction Manager will provide additional information,

including Shop Drawings, Product Data, Samples and other similar submittals, which the Architect shall review in

accordance with Section 3.11.4.

§ 3.10.2 The Architect shall incorporate the design requirements of governmental authorities having jurisdiction over

the Project into the Construction Documents.

§ 3.10.3 During the development of the Construction Documents, if requested by the Owner, the Architect shall assist

the Owner and Construction Manager in the development and preparation of (1) the Conditions of the Contract for

Construction (General, Supplementary and other Conditions) and (2) a project manual that includes the Conditions of

the Contract for Construction and Specifications, and may include sample forms.

§ 3.10.4 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 Construction Manager to

review the Construction Documents.

§ 3.10.5 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 11.7, and request the Owner’s approval of

the Construction Documents.

§ 3.11 Construction Phase Services

§ 3.11.1 General

§ 3.11.1.1 The Architect shall provide administration of the Contract between the Owner and the Construction

Manager as set forth below and in AIA Document A201™–2017, General Conditions of the Contract for

Construction. If the Owner and Construction Manager modify AIA Document A201–2017, those modifications shall

not affect the Architect’s services under this Agreement unless the Owner and the Architect amend this Agreement.

The term "Contractor" as used in A201-2017 shall mean the Construction Manager.

§ 3.11.1.2 Subject to Section 4.2, the Architect’s responsibility to provide Construction Phase Services commences

upon the Owner’s acceptance of the Construction Manager’s Guaranteed Maximum Price proposal, the Owner’s

approval of the Construction Manager’s Control Estimate, or by a written agreement between the Owner and

Construction Manager which sets forth a description of the Work to be performed by the Construction Manager prior

to such acceptance or approval. Subject to Section 4.2, and except as provided in Section 3.11.6.5, the Architect’s

responsibility to provide Construction Phase Services terminates on the date the Architect issues the final Certificate

for Payment.

§ 3.11.1.3 The Architect shall advise and consult with the Owner and Construction Manager during the Construction

Phase Services. 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 Construction Manager’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 of any other persons or entities performing portions of the Work.

§ 3.11.2 Evaluations of the Work

§ 3.11.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise required

in Section 4.2.3, 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. 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 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 Construction Manager, and (3) defects and

deficiencies observed in the Work.

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AIA Document B121

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the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at

12:10:02 ET on 09/12/2022 under Order No.3104236809 which expires on 03/02/2023, is not for resale, is licensed for one-time use only, and may only be used in

accordance with the AIA Contract Documents

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§ 3.11.2.2 The Architect has the authority 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 require inspection or testing

of the Work in accordance with the provisions of the Contract Documents, whether or not the 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 Construction

Manager, Subcontractors, suppliers, their agents or employees, or other persons or entities performing portions of the

Work.

§ 3.11.2.3 The Architect shall interpret and decide matters concerning performance under, and requirements of, the

Contract Documents on written request of either the Owner or Construction Manager. The Architect’s response to

such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness.

§ 3.11.2.4 Interpretations and decisions of the Architect 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. When making such interpretations

and decisions, the Architect shall endeavor to secure faithful performance by both Owner and Construction Manager,

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.

§ 3.11.2.5 Unless the Owner and Construction Manager designate another person to serve as an Initial Decision

Maker, as that term is defined in AIA Document A201–2017, the Architect shall render initial decisions on Claims

between the Owner and Construction Manager as provided in the Contract Documents.

§ 3.11.3 Certificates for Payment to Construction Manager

§ 3.11.3.1 The Architect shall review and certify the amounts due the Construction Manager 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 3.11.2 and on the data comprising the Construction

Manager’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 Construction Manager 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.

§ 3.11.3.2 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 suppliers and other data requested by the Owner to substantiate the Construction Manager’s right

to payment, or (4) ascertained how or for what purpose the Construction Manager has used money previously paid on

account of the Contract Sum.

§ 3.11.3.3 The Architect shall maintain a record of the Applications and Certificates for Payment.

§ 3.11.4 Submittals

§ 3.6.4.1 The Architect shall review the Construction Manager’s submittal schedule and shall not unreasonably delay

or withhold approval of the schedule. 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.

§ 3.11.4.2 The Architect shall review and approve, or take other appropriate action upon, the Construction Manager’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. 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 Construction

Manager’s responsibility. The Architect’s review shall not constitute approval of safety precautions or 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.

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the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at

12:10:02 ET on 09/12/2022 under Order No.3104236809 which expires on 03/02/2023, is not for resale, is licensed for one-time use only, and may only be used in

accordance with the AIA Contract Documents

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§ 3.11.4.3 If the Contract Documents specifically require the Construction Manager to provide professional design

services or certifications by a design professional related to systems, materials, or equipment, the Architect shall

specify the appropriate performance and design criteria that such services must satisfy. The Architect shall review and

take appropriate action on Shop Drawings and other submittals related to the Work designed or certified by the

Construction Manager’s design professional, provided the submittals bear such professional’s seal and signature when

submitted to the Architect. The Architect’s review shall be for the limited purpose of checking for conformance with

information given and the design concept expressed in the Contract Documents. The Architect shall be entitled to rely

upon, and shall not be responsible for, the adequacy and accuracy of the services, certifications, and approvals

performed or provided by such design professionals.

§ 3.11.4.4 Subject to 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 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.

§ 3.11.4.5 The Architect shall maintain a record of submittals and copies of submittals supplied by the Construction

Manager in accordance with the requirements of the Contract Documents.

§ 3.11.5 Changes in the Work

§ 3.11.5.1 The Architect may order minor changes in the Work that are consistent with the intent of the Contract

Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. Subject to

Section 4.2, the Architect shall prepare Change Orders and Construction Change Directives for the Owner’s approval

and execution in accordance with the Contract Documents.

§ 3.11.5.2 The Architect shall maintain records relative to changes in the Work.

§ 3.11.6 Project Completion

§ 3.11.6.1 The Architect shall:

.1 conduct inspections to determine the date or dates of Substantial Completion and the date of final

completion;

.2 issue Certificates of Substantial Completion;

.3 forward to the Owner, for the Owner’s review and records, written warranties and related documents

required by the Contract Documents and received from the Construction Manager; and

.4 issue a final Certificate for Payment based upon a final inspection indicating that, to the best of the

Architect’s knowledge, information, and belief, the Work complies with the requirements of the

Contract Documents.

§ 3.11.6.2 The Architect’s inspections shall be conducted with the Owner to (1) check conformance of the Work with

the requirements of the Contract Documents and (2) verify the accuracy and completeness of the list submitted by the

Construction Manager of Work to be completed or corrected.

§ 3.11.6.3 When Substantial Completion has been achieved, the Architect shall inform the Owner about the balance of

the Contract Sum remaining to be paid the Construction Manager, including the amount to be retained from the

Contract Sum, if any, for final completion or correction of the Work.

§ 3.11.6.4 The Architect shall forward to the Owner the following information received from the Construction

Manager: (1) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final

payment; (2) affidavits, receipts, releases and waivers of liens, or bonds indemnifying the Owner against liens; and (3)

any other documentation required of the Construction Manager under the Contract Documents.

§ 3.11.6.5 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion,

the Architect shall, without additional compensation, conduct a meeting with the Owner to review the facility

operations and performance.

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AIA Document B121

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the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at

12:10:02 ET on 09/12/2022 under Order No.3104236809 which expires on 03/02/2023, is not for resale, is licensed for one-time use only, and may only be used in

accordance with the AIA Contract Documents

User Notes: (843343193)

ARTICLE 4 ADDITIONAL SERVICES

§ 4.1 The Architect may provide Additional Services after execution of a Service Agreement without invalidating the

Service Agreement. Except for services required due to the fault of the Architect, any Additional Services provided in

accordance with this Section 4.1 shall entitle the Architect to compensation pursuant to Section 9.3.

§ 4.2 Unless otherwise provided in a Service Order, upon recognizing the need to perform the following Additional

Services, as they relate to the services provided pursuant to the Service Order, the Architect shall notify the Owner

with reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not

proceed to provide the following Additional Services until the Architect receives the Owner’s written authorization:

.1 Services necessitated by a change in the Initial Information, previous instructions or approvals given by

the Owner, or a material change in the Project including size, quality, complexity, the Owner’s

schedule or budget for Cost of the Work, or procurement or delivery method;

.2 Services necessitated by the enactment or revision of codes, laws, or regulations, including changing or

editing previously prepared Instruments of Service;

.3 Changing or editing previously prepared Instruments of Service necessitated by official interpretations

of applicable codes, laws or regulations that are either (a) contrary to specific interpretations by the

applicable authorities having jurisdiction made prior to the issuance of the building permit, or (b)

contrary to requirements of the Instruments of Service when those Instruments of Service were

prepared in accordance with the applicable standard of care;

.4 Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure of

performance on the part of the Owner or the Owner’s consultants or contractors;

.5 Preparing digital models or other design documentation for transmission to the Owner’s consultants

and contractors, or to other Owner-authorized recipients;

.6 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner;

.7 Preparation for, and attendance at, a public presentation, meeting or hearing;

.8 Preparation for, and attendance at, a dispute resolution proceeding or legal proceeding, except where

the Architect is party thereto;

.9 Evaluation of the qualifications of entities providing bids or proposals; or

.10 Consultation concerning replacement of Work resulting from fire or other cause during construction.

.11 Assistance to the Initial Decision Maker, if other than the Architect;

.12 Services necessitated by replacement of the Construction Manager or conversion of the Construction

Manager as constructor project delivery method to an alternative project delivery method;

.13 Services necessitated by the Owner’s delay in engaging the Construction Manager;

.14 Making revisions to the Drawings, Specifications, and other documents resulting from agreed-upon

assumptions and clarifications included in the Guaranteed Maximum Price Amendment or Control

Estimate; and

.15 Making revisions to the Drawings, Specifications, and other documents resulting from substitutions

included in the Guaranteed Maximum Price Amendment or Control Estimate.

.16 Making revisions in Drawings, Specifications, or other documents (as required pursuant to Section

6.7), when such revisions are required because the Construction Manager’s estimate of the Cost of the

Work, Guaranteed Maximum Price proposal, or Control Estimate exceeds the Owner’s budget, except

where such excess is due to changes initiated by the Architect in scope, capacities of basic systems, or

the kinds and quality of materials, finishes, or equipment;

§ 4.2.1 To avoid delay in the Construction Phase, the Architect shall provide the following Additional Services, notify

the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the need. If, upon

receipt of the Architect’s notice, the Owner determines that all or parts of the services are not required, the Owner shall

give prompt written notice to the Architect of the Owner’s determination. The Owner shall compensate the Architect

for the services provided prior to the Architect’s receipt of the Owner’s notice:

.1 Reviewing a Construction Manager’s submittal out of sequence from the submittal schedule approved

by the Architect;

.2 Responding to the Construction Manager’s requests for information that are not prepared in accordance

with the Contract Documents or where such information is available to the Construction Manager from

a careful study and comparison of the Contract Documents, field conditions, other Owner-provided

information, Construction Manager-prepared coordination drawings, or prior Project correspondence

or documentation;

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.3 Preparing Change Orders, and Construction Change Directives that require evaluation of the

Construction Manager’s proposals and supporting data, or the preparation or revision of Instruments of

Service;

.4 Evaluating an extensive number of Claims as the Initial Decision Maker; or

.5 Evaluating substitutions proposed by the Owner or Construction Manager and making subsequent

revisions to Instruments of Service resulting therefrom.

§ 4.2.2 The Architect shall provide Construction Phase Services exceeding the limits set forth below as Additional

Services. When the limits below are reached, the Architect shall notify the Owner:

.1 One ( 1 ) reviews of each Shop Drawing, Product Data item, sample and similar submittals of the

Construction Manager

.2 Two ( 2 ) per month visits to the site by the Architect during construction

.3 Three ( 3 ) inspections for any portion of the Work to determine whether such portion of the Work is

substantially complete in accordance with the requirements of the Contract Documents

.4 One ( 1 ) inspections for any portion of the Work to determine final completion

§ 4.2.3 Except for services required under Section 3.11.6.5 and those services that do not exceed the limits set forth in

Section 4.2.3, Construction Phase Services provided more than 60 days after (1) the date of Substantial Completion of

the Work or (2) the initial date of Substantial Completion identified in the agreement between the Owner and

Contractor, whichever is earlier, shall be compensated as Additional Services to the extent the Architect incurs

additional cost in providing those Construction Phase Services.

§ 4.2.4 If the services covered by this Agreement have not been completed within thirteen ( 13 ) months of the date

of this Agreement, through no fault of the Architect, extension of the Architect’s services beyond that time shall be

compensated as Additional Services.

ARTICLE 5 OWNER’S RESPONSIBILITIES

§ 5.1 The Owner shall provide information in a timely manner regarding requirements for and limitations of each

Service Order.

§ 5.2 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.

§ 5.3 The Owner shall coordinate the services of its own consultants with those services provided by the Architect.

Upon the Architect’s request, the Owner shall furnish copies of the scope of consulting services in the contracts

between the Owner and the Owner’s consultants. The Owner shall furnish the services of consultants as designated in

an individual Service Order, 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 Service Order. The

Owner shall require that its consultants and contractors maintain insurance, including professional liability insurance,

as appropriate to the services or work provided.

§ 5.4 The Owner shall furnish all legal, insurance, and accounting services, including auditing services, that may be

reasonably necessary at any time to meet the Owner’s needs and interests under a Service Agreement.

§ 5.5 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or

defect in the services or work related to a Service Agreement, including errors, omissions or inconsistencies in the

Architect’s Instruments of Service.

§ 5.6 Within 15 days after receipt of a written request from the Architect, the Owner shall furnish the requested

information as necessary and relevant for the Architect to evaluate, give notice of, or enforce lien rights.

§ 5.7 The Owner shall establish the Owner’s budget for the Project, including (1) the budget for the Cost of the Work

as defined in Section 11.1; (2) the Owner’s other costs; and, (3) reasonable contingencies related to all of these costs.

The Owner shall update the Owner’s budget for the Project as necessary throughout the duration of the Project until

final completion. If the Owner significantly increases or decreases the Owner’s budget for the Cost of the Work, the

Owner shall notify the Architect and Construction Manager. The Owner and the Architect, in consultation with the

Construction Manager, shall thereafter agree to a corresponding change in the Project’s scope and quality.

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§ 5.8 The Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as

structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials.

§ 5.9 The Owner shall include the Architect in all communications with the Construction Manager that relate to or

affect the Architect’s services or professional responsibilities. The Owner shall promptly notify the Architect of the

substance of any direct communications between the Owner and the Construction Manager otherwise relating to the

Project. Communications by and with the Architect’s consultants shall be through the Architect.

§ 5.10 The Owner shall coordinate the Architect’s duties and responsibilities set forth in the Agreement between the

Owner and the Construction Manager 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 Construction Manager, including the

General Conditions of the Contract for Construction.

§ 5.11 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shall

obligate the Construction Manager to provide the Architect access to the Work wherever it is in preparation or

progress.

§ 5.12 Within 15 days after receipt of a written request from the Architect, the Owner shall furnish the requested

information as necessary and relevant for the Architect to evaluate, give notice of, or enforce lien rights.

ARTICLE 6 COPYRIGHTS AND LICENSES

§ 6.1 The Architect and the Owner warrant that in transmitting Instruments of Service, or any other information, the

transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit

such information for its use in relation to a Service Agreement.

§ 6.2 The Architect and the Architect’s consultants shall be deemed the authors and owners of their respective

Instruments of Service, including the Drawings and Specifications, and shall retain all common law, statutory and

other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official

regulatory requirements or for similar purposes in connection with a Service Agreement is not to be construed as

publication in derogation of the reserved rights of the Architect and the Architect’s consultants.

§ 6.3 The Architect grants to the Owner a nonexclusive license to use the Architect’s Instruments of Service solely and

exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, provided that the

Owner substantially performs its obligations under the Service Agreement, including prompt payment of all sums

when due pursuant to Articles 8 and 9. The Architect shall obtain similar nonexclusive licenses from the Architect’s

consultants consistent with this Master Agreement. The license granted under this section permits the Owner to

authorize the Contractor, Subcontractors, Sub-subcontractors, and suppliers, as well as the Owner’s consultants and

separate contractors, to reproduce applicable portions of the Instruments of Service, subject to any protocols

established pursuant to Section 10.9, solely and exclusively for use in performing services or construction for the

Project. If the Architect rightfully terminates a Service Agreement for cause as provided in Section 8.4, the license

granted in this Section 6.3, and related to the terminated Service Agreement, shall terminate.

§ 6.3.1 In the event the Owner uses the Instruments of Service without retaining the authors of the Instruments of

Service, the Owner releases the Architect and Architect’s consultant(s) from all claims and causes of action arising

from such uses. The Owner, to the extent permitted by law, further agrees to indemnify and hold harmless the

Architect and its consultants from all costs and expenses, including the cost of defense, related to claims and causes of

action asserted by any third person or entity to the extent such costs and expenses arise from the Owner’s use of the

Instruments of Service under this Section 6.3.1. The terms of this Section 6.3.1 shall not apply if the Owner rightfully

terminates this Agreement for cause under Section 8.4.

§ 6.4 Except for the licenses granted in this Article 6, no other license or right shall be deemed granted or implied

under this Master Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any

license granted herein to another party without the prior written agreement of the Architect. Any unauthorized use of

the Instruments of Service shall be at the Owner’s sole risk and without liability to the Architect and the Architect’s

consultants.

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§ 6.5 Except as otherwise stated in Section 6.3, the provisions of this Article 6 shall survive the termination of this

Master Agreement.

ARTICLE 7 CLAIMS AND DISPUTES

§ 7.1 General

§ 7.1.1 The Owner and Architect shall commence all claims and causes of action against the other and arising out of or

related to any Service Agreement, whether in contract, tort, or otherwise, in accordance with the requirements of the

binding dispute resolution method selected in this Master Agreement and within the period specified by applicable

law, but in any case not more than 10 years after the completion of the services provided pursuant to a specific Service

Agreement, whichever is sooner. Completion of the services pursuant to a specific Service Agreement shall be the date

of Substantial Completion of construction related to the services performed pursuant to the Service Agreement or,

where there is no construction work related to a Service Agreement, the date the Architect completes its services under

the Service Agreement. The Owner and Architect waive all claims and causes of action not commenced in accordance

with this Section 7.1.1.

§ 7.1.2 To the extent damages are covered by property insurance, the Owner and Architect waive all rights against

each other and against the contractors, consultants, agents, and employees of the other for damages, except such rights

as they may have to the proceeds of such insurance as set forth in AIA Document A201™–2017, General Conditions

of the Contract for Construction. The Owner or the Architect, as appropriate, shall require of the contractors,

consultants, agents, and employees of any of them, similar waivers in favor of the other parties enumerated herein.

§ 7.1.3 The Architect and Owner waive consequential damages for claims, disputes, or other matters in question,

arising out of or relating to a Service Agreement. This mutual waiver is applicable, without limitation, to all

consequential damages due to either party’s termination of a Service Agreement, except as specifically provided in

Section 8.6.

§ 7.2 Dispute Resolution

§ 7.2.1 If any claim, dispute or other matter relates to or is the subject of a lien arising out of the Architect’s services,

the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to

resolution of the matter.

§ 7.2.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between

them. A request for dispute resolution shall be made in writing, delivered to the other party to this Master Agreement.

The request may be made concurrently with the filing of a complaint or other appropriate demand for resolution, and

the parties shall proceed to the selection of the hearing officer and agree upon a schedule for later proceedings.

§ 7.2.3 The parties shall share a hearing officer’s fee and any filing fees equally. The hearing shall be held in the place

where the Project is located, unless another location is mutually agreed upon. Agreements reached in dispute

resolution shall be enforceable as settlement agreements in any court having jurisdiction thereof.

§ 7.2.4 If the parties do not resolve a dispute pursuant to this Section 7.2, the method of dispute resolution shall be the

following:

[ X ] Litigation in a court of competent jurisdiction

If the Owner and Architect do not select a method of dispute resolution, or do not subsequently agree in writing to a

dispute resolution method other than litigation, the dispute will be resolved in a court of competent jurisdiction.

(Paragraphs deleted)

ARTICLE 8 TERMINATION OR SUSPENSION OF SERVICE AGREEMENTS

§ 8.1 If the Owner fails to make payments to the Architect in accordance with a Service Agreement, such failure shall

be considered substantial nonperformance and cause for termination of the Service Agreement or, at the Architect’s

option, cause for suspension of performance of services under the Service Agreement for which the Owner failed to

make payment. If the Architect elects to suspend services, the Architect shall give seven days’ written notice to the

Owner before suspending services. In the event of a suspension of services, the Architect shall have no liability to the

Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the

Owner shall pay the Architect all sums due prior to suspension and any expenses incurred in the interruption and

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resumption of the Architect’s services. The Architect’s fees for the remaining services and the time schedules shall be

equitably adjusted.

§ 8.2 If the services under a Service Agreement have been suspended by the Owner, the Architect shall be

compensated for services performed prior to notice of such suspension. When the services under the Service

Agreement are 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.

§ 8.3 If the Owner suspends the services under a Service Agreement for more than 90 cumulative days for reasons

other than the fault of the Architect, the Architect may terminate the Service Agreement by giving not less than seven

days’ written notice.

§ 8.4 Either party may terminate a Service Agreement upon not less than fourteen (14) days’ written notice should the

other party fail substantially to perform in accordance with the terms of the Service Agreement, through no fault of the

party initiating the termination. Termination of a Service Agreement under this Section 8.4 shall not be deemed a

termination of other Service Agreements under this Master Agreement.

§ 8.5 The Owner may terminate a Service Agreement, upon not less than fourteen (14) days’ written notice to the

Architect for the Owner’s convenience and without cause.

§ 8.6 In the event of termination of a Service Agreement not the fault of the Architect, the Architect shall be

compensated for services performed prior to termination, Reimbursable Expenses incurred, and all costs attributable

to termination, including the costs attributable to the Architect’s termination of consultant agreements. The Architect

will not receive any fees, expected profits or other compensation in relation to work that has not been performed.

§ 8.7

(Paragraphs deleted)

Except as otherwise expressly provided herein, a Service Agreement shall terminate one year from the date of

Substantial Completion.

§ 8.8 The Owner’s rights to use the Architect’s Instruments of Service in the event of termination of a Service

Agreement are set forth in Article 6 and Section 9.5 of this Master Agreement.

(Paragraph deleted)

ARTICLE 9 COMPENSATION

§ 9.1 The Owner shall compensate the Architect for the services described in a Service Order pursuant to the Service

Order and as set forth in this Article 9.

§ 9.2 Except as otherwise set forth in a Service Order, the hourly billing rates for services of the Architect and the

Architect’s consultants, if any, are set forth below. The rates shall be adjusted in accordance with the Architect’s and

Architect’s consultants’ normal review practices.

(If applicable, attach an exhibit of hourly billing rates or insert them below.)

Exhibit B – HTK Hourly Fee Schedule

§ 9.3 When compensation for Basic Services is based on a stipulated sum or a percentage basis, the proportion of

compensation for each phase of services shall be as follows:

Schematic Design Phase

fifteen

percent (

Design Development Phase

fifteen

percent (

Construction Documents Phase

fourty

percent (

Bidding Phase

five

percent (

Construction Phase

twenty-five

percent (

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Total Basic Compensation

one hundred

percent (

100

The Owner acknowledges that with an accelerated Project delivery, multiple bid package process, or Construction

Manager as constructor project delivery method, the Architect may be providing its services in multiple Phases

simultaneously. Therefore, the Architect shall be permitted to invoice monthly in proportion to services performed in

each Phase of Services, as appropriate.

§ 9.4 When compensation identified in Section 9.1 is on a percentage basis, progress payments for each phase of Basic

Services shall be calculated by multiplying the percentages identified in this Article by the Owner’s most recent

budget for the Cost of the Work. Compensation paid in previous progress payments shall not be adjusted based on

subsequent updates to the Owner’s budget for the Cost of the Work.

§ 9.4.1 When compensation is on a percentage basis and any portions of the Project are deleted or otherwise not

constructed, compensation for those portions of the Project shall be payable to the extent services are performed on

those portions. The Architect shall be entitled to compensation in accordance with this Agreement for all services

performed whether or not the Construction Phase is commenced.

§ 9.3 Except as otherwise set forth in a Service Order, the Owner shall compensate the Architect for Additional

Services designated in Article 4 as follows:

(Insert amount of, or basis for, compensation. If necessary, list specific services to which particular methods of

compensation apply.)

Exhibit B - HTK Hourly Fee Schedule or a lump sum fee as agreed upon prior to expenses being encountered

§ 9.4 Compensation for Reimbursable Expenses

§ 9.4.1 Reimbursable Expenses are in addition to compensation for the Architect’s professional services and include

expenses incurred by the Architect and the Architect’s consultants directly related to a Service Agreement, as follows:

.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 Permitting and other fees required by authorities having jurisdiction over the Project;

.4 Printing, reproductions, plots, and standard form documents; applicable to plan review, bid documents,

financial procurement assistance, agency reviews and presentation documents.

(Paragraphs deleted)

Renderings, physical models, mock-ups, professional photography, and presentation materials requested by

the Owner or required for the Project;

.6 If required by the Owner, and with the Owner’s prior written approval, the Architect’s consultant’s

expense of professional liability insurance dedicated exclusively to the Project, or the expense of

additional insurance coverage or limits in excess of that normally maintained by the Architect or the

Architect’s consultants, and disclosed by the Architect in writing prior to execution of this Master

Agreement or a related Service Agreement;

.7 All taxes levied on professional services and on reimbursable expenses;

(Paragraphs deleted)

§ 9.4.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the

Architect’s consultants plus zero percent ( 0 %) of the expenses incurred.

§ 9.4.3 Reimbursable Expenses will be allocated to each Service Agreement.

§ 9.5 Payments to the Architect

§ 9.5.1 Progress Payments

§ 9.5.1.1 Unless otherwise agreed, payments for services provided pursuant to a Service Agreement shall be made

monthly in proportion to services performed. Payments are due and payable upon presentation of the Architect’s

invoice. Amounts unpaid forty-five ( 45 ) days after the invoice date shall bear interest at the rate entered below.

(Insert rate of monthly or annual interest agreed upon.)

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1.1%

§ 9.5.1.2 The Owner shall not withhold amounts from the Architect’s compensation to impose a penalty or liquidated

damages on the Architect, or to offset sums requested by or paid to contractors for the cost of changes in the Work

unless the Architect agrees or has been found liable for the amounts in a binding dispute resolution proceeding. In any

event, the Owner shall not withhold payments to the Architect pertaining to a Service Agreement to offset amounts in

dispute under a separate Service Agreement.

§ 9.5.1.3 Records of Reimbursable Expenses, expenses pertaining to Additional Services, and services performed on

the basis of hourly rates shall be available to the Owner at mutually convenient times.

ARTICLE 10 MISCELLANEOUS PROVISIONS

§ 10.1 Each Service Agreement shall be governed by the law of the place where the Project described in the Service

Order is located, excluding that jurisdiction’s choice of law rules.

§ 10.2 Notice shall be provided in writing to the designated representative of the party to whom the notice is addressed

and shall be deemed to have been duly served if delivered in person, by mail, by courier, or by electronic transmission.

§ 10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns, and legal

representatives to each Service Agreement. Neither the Owner nor the Architect shall assign a Service Agreement

without the written consent of the other, except that the Owner may assign a Service Agreement to a lender providing

financing for the Project if the lender agrees to assume the Owner’s rights and obligations under the Service

Agreement, including any payments due to the Architect by the Owner prior to the assignment.

§ 10.4 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be

submitted to the Architect for review at least 14 days prior to the requested dates of execution. If the Owner requests

the Architect to execute consents reasonably required to facilitate assignment to a lender, the Architect shall execute

all such consents that are consistent with the Service Agreement, provided the proposed consent is submitted to the

Architect for review at least 14 days prior to execution. The Architect shall not be required to execute certificates or

consents that would require knowledge, services, or responsibilities beyond the scope of the Service Agreement.

§ 10.5 Unless otherwise required in a Service Agreement, the Architect shall have no responsibility for the discovery,

presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any

form at the Project site.

§ 10.6 The Architect shall have the right to include photographic or artistic representations of the design of the

Projects for which services are performed among the Architect’s promotional and professional materials. The

Architect shall be given reasonable access to the completed Projects to make such representations. However, the

Architect’s materials shall not include the Owner’s confidential or proprietary information if the Owner has previously

advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary.

The Owner shall provide professional credit for the Architect in the Owner’s promotional materials for the Projects.

This Section 10.6 shall survive the termination of a Service Agreement unless the Owner terminates a Service

Agreement for cause pursuant to Section 8.4.

§ 10.7 If the Architect or Owner receives information specifically designated as "confidential" or "business

proprietary," the receiving party may disclose such information as required by law or court order, including a

subpoena or other form of compulsory legal process issued by a court or governmental entity. The Party receiving such

information may also disclose it to its employees, consultants or contractors in order to perform services or work

solely and exclusively for the Project, provided those employees, consultants and contractors are subject to the

restrictions on the disclosure and use of such information as set forth in this Section 10.7.

§ 10.8 The invalidity of any provision of the Agreement shall not invalidate the Agreement or its remaining

provisions. If it is determined that any provision of the Agreement violates any law, or is otherwise invalid or

unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and

enforceable. In such case the Agreement shall be construed, to the fullest extent permitted by law, to give effect to the

parties’ intentions and purposes in executing the Agreement.

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§ 10.9 The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any

other information or documentation in digital form. The parties will use AIA Document C106–2013, Digital Data

Licensing Agreement, to establish the protocols for the development, use, transmission, and exchange of digital data.

§ 10.9.1 Any use of, or reliance on, all or a portion of a building information model without agreement to protocols

governing the use of, and reliance on, the information contained in the model and without having those protocols set

forth in AIA Document C106–2013, Digital Data Licensing Agreement shall be at the using or relying party’s sole risk

and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building

information model, and each of their agents and employees.

ARTICLE 11 SPECIAL TERMS AND CONDITIONS

Special terms and conditions that modify this Master Agreement are as follows:

(Include other terms and conditions applicable to this Agreement.)

ARTICLE 11 COST OF THE WORK

§ 11.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to construct all

elements of the Project designed or specified by the Architect and shall include the Construction Manager’s general

conditions costs, overhead, and profit. The Cost of the Work also includes the reasonable value of labor, materials, and

equipment, donated to, or otherwise furnished by, the Owner. The Cost of the Work does not include the compensation

of the Architect; the compensation of the Construction Manager for Preconstruction Phase services; the costs of the

land, rights-of-way, financing, or contingencies for changes in the Work; or other costs that are the responsibility of

the Owner.

§ 11.2 The Owner’s budget for the Cost of the Work is provided in the Initial Information, and shall be adjusted

throughout the Project as required under Sections 5 and 11.4. Evaluations of the Owner’s budget for the Cost of the

Work represent the Architect’s judgment as a design professional.

§ 11.3 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,

revisions to the Drawings, Specifications or other documents required due to the Construction Manager’s inaccuracies

or incompleteness in preparing cost estimates, or due to market conditions the Architect could not reasonably

anticipate. The Architect may review the Construction Manager’s estimates solely for the Architect’s guidance in

completion of its services, however, the Architect shall report to the Owner any material inaccuracies and

inconsistencies noted during any such review.

§ 11.3.1 If the Architect is providing cost estimating services as a Supplemental Service, and a discrepancy exists

between the Construction Manager’s cost estimates and the Architect’s cost estimates, the Architect and the

Construction Manager shall work together to reconcile the cost estimates.

§ 11.4 If, prior to the conclusion of the Design Development Phase, the Construction Manager’s estimate of the Cost

of the Work exceeds the Owner’s budget for the Cost of the 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 for the

Cost of the Work, and the Owner shall cooperate with the Architect in making such adjustments.

§ 11.5 If the Construction Manager’s 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 the budget for the Cost of the Work;

.2 terminate in accordance with Section 8.5;

.3 in consultation with the Architect and Construction Manager, revise the Project program, scope, or

quality as required to reduce the Cost of the Work; or

.4 implement any other mutually acceptable alternative.

§ 11.6 If the Owner chooses to proceed under Section 11.5.3, the Architect, without additional compensation, shall

incorporate the revisions in the Construction Documents Phase as necessary to comply with the Owner’s budget for

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the Cost of the Work at the conclusion of the Design Development Phase Services, or the budget as adjusted under

Section 11.5.1. The Architect’s revisions in the Construction Documents Phase shall be the limit of the Architect’s

responsibility under this Article 11.

ARTICLE 12 SCOPE OF THIS MASTER AGREEMENT

§ 12.1 This Master Agreement represents the entire and integrated agreement between the Owner and the Architect

and supersedes all prior negotiations, representations or agreements, either written or oral. This Master Agreement

may be amended only by written instrument signed by both the Owner and Architect.

§ 12.2 This Master Agreement is comprised of the following documents identified below:

.1 AIA Document B121™–2018, Standard Form of Master Agreement Between Owner and Architect

(Paragraphs deleted)

.2 Exhibits:

(Clearly identify any other exhibits incorporated into this Master Agreement.)

Exhibit A - HTK Proposal Letter

Exhibit B - HTK Hourly Rates

Exhibit C - HTK Certificate of Insurance

Exhibit D - Kansas Department of Administration Contractual Provisions

Exhibit F – Fee Summary

(List other documents, if any, forming part of the Master Agreement.)

Exhibit E - AIA Document A201-2017, General Conditions of the Contract for Construction

Exhibit G - AIA Document C106–2013, Digital Data Licensing Agreement

This Master Agreement entered into as of the day and year first written above.

OWNER (Signature)

ARCHITECT (Signature)

Maria Kutina, Principal, A-6833

(Printed name and title)

(Printed name, title, and license number, if required)

EXHIBIT A

900 S. Kansas Ave., Suite 200 • Topeka, KS 66612 • P 785.266.5373 • htkarchitects.com

June 30, 2022

Dr. Scott McWilliams, Superintendent

Shuler Education Center

5928 SW 53

St.

Topeka, KS 66610

Re: Professional Services Proposal – Master Agreement

Dr. McWilliams and Board of Education:

Congratulation on the successful April 2022 Bond Election. We have enjoyed working with your

District and look forward to continuing to build our relationship. Thank you for trusting HTK

Architects with so many of the amazing projects that together, we can make become a reality.

Below is a breakdown of the currently known projects, listed as Service Orders, planned as an

outcome of the bond election. This contract type is written as a master agreement contract in

which projects can be individually executed and constructed through separate Service Orders

that support the master agreement. This agreement would replace the current “On-Call”

agreement HTK has held with the district since 2014. The current ongoing projects operating on

under that contract will maintain, until they are substantially complete.

Currently known projects:

• Service Order 001 – Package B: Washburn Rural High School Renovation and CTE

Addition

Provide professional services for an addition and renovation planned at Washburn Rural

High School as outlined in the April 2022 Bond Election.

• Service Order 002 – Package C: Tallgrass and Elementary Schools:

Tallgrass Addition and Renovaiton

Pauline Central Elementary School Addition and Renovation

Indian Hills Elementary School Addition and Renovation

Jay Shideler Elementary School Addition and Renovation

Wanamaker Elementary School Addition and Renovation

Farley Elementary Addition and Renovation

Auburn Elementary Renovation

Pauline South Elementary Renovation

Provide professional services for additions and renovations planned at the buildings above

as outlined in the April 2022 Bond Election.

• Service Order 003 – Auburn-Washburn Athletics Masterplan

Provide architectural services for an athletics master plan as outlined in the June 20, 2022

fee proposal.

See Service Orders for the related engineers, design team, construction managers, construction

budget, and compensation information.

Proposal 2 of 2

900 S. Kansas Ave, Suite 200 • Topeka, KS 66612 • P 785.266.5373 • htkarchitects.net

Future projects will be, as needed, to provide architectural services for any district improvement

project, including Bond Election, Capital Outlay, Lease Purchase, Grants, or other funding

model of a project. Any additional compensation will be agreed upon with the District prior to

moving forward.

If you agree with this proposal, please execute the Master Agreement AIA Document B121-

2018. Executing this agreement does not approve moving forward with any Service Orders. All

Service Orders must be individually approved. See enclosed Service Order One for reference. If

there are questions on this, please let me know.

Once again, thank you for this opportunity to serve Auburn-Washburn!

Sincerely;

Maria R. Kutina, AIA, NCARB

Principal

Enclosure: Master Agreement

Service Order 1

Exhibit F – Fee Summary

900 S. Kansas Ave, Suite 200 • Topeka, KS 66612 • P 785.266.5373 • htkarchitects.net

9300 West 110

St., Suite 150 • Overland Park, KS 66210

• P 913.663.5373 • htkarchitects.net

EXHIBIT “B”

PROFESSIONAL HOURLY BILLING RATES

Effective August 1, 2021

(Rates are subject to annual adjustment)

TITLE/CATEGORY HOURLY RATE

PRINCIPALS / PARTNERS

Principal/Partner III ........................................................ $275.00

Principal/Partner II ......................................................... $240.00

Principal/Partner I .......................................................... $220.00

ASSOCIATES / DIRECTORS / SR. ARCHITECTS & PROJECT MANAGERS

Associate/Dir./Sr. Arch/Mgr. III ...................................... $185.00

Associate/Dir./Sr. Arch/Mgr. II ....................................... $175.00

Associate/Dir./Sr. Arch/Mgr. I ...................................... $155.00

ARCHITECTS / PROJECT MANAGERS

Architect/Project Manager V .......................................... $135.00

Architect/Project Manager IV .......................................... $130.00

Architect/Project Manager III .......................................... $125.00

Architect/Project Manager II ........................................... $120.00

Architect/Project Manager I ........................................... $115.00

INTERIOR ARCHITECTS / DESIGNERS / GRAPHIC ARTISTS

Interior Architect/Designer/Graphic Artist III .................... $130.00

Interior Architect/Designer/Graphic Artist II ..................... $120.00

Interior Architect/Designer/Graphic Artist I ...................... $100.00

INTERN ARCHITECTS / ARCHITECTURAL TECHNICIAN

Intern Architect/Arch Tech IV .......................................... $100.00

Intern Architect/Arch Tech III ............................................ $95.00

Intern Architect/Arch Tech II ............................................. $90.00

Intern Architect/Arch Tech I .............................................. $85.00

ADMINISTRATIVE

Administrative III ............................................................ $100.00

Administrative II ............................................................... $80.00

Administrative I ................................................................ $70.00

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN

ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE

INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #

NAME:

CONTACT

(A/C, No):

FAX

E-MAIL

ADDRESS:

PRODUCER

(A/C, No, Ext):

PHONE

INSURED

REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on

this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES

BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED

REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:

(Per accident)

(Ea accident)

N / A

SUBR

WVD

ADDL

INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD

INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,

EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

PROPERTY DAMAGE

BODILY INJURY (Per accident)

BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY

Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY

OFFICER/MEMBER EXCLUDED?

(Mandatory in NH)

DESCRIPTION OF OPERATIONS below

If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE

E.L. DISEASE - POLICY LIMIT

E.L. DISEASE - EA EMPLOYEE

E.L. EACH ACCIDENT

OTH-

STATUTE

PER

LIMITS

(MM/DD/YYYY)

POLICY EXP

(MM/DD/YYYY)

POLICY EFF

POLICY NUMBER

TYPE OF INSURANCE

LTR

INSR

DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB

UMBRELLA LIAB

$EACH OCCURRENCE

$AGGREGATE

OCCUR

CLAIMS-MADE

DED RETENTION $

$PRODUCTS - COMP/OP AGG

$GENERAL AGGREGATE

$PERSONAL & ADV INJURY

$MED EXP (Any one person)

$EACH OCCURRENCE

DAMAGE TO RENTED

PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR

GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY

PRO-

JECT

LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE

ACORD 25 (2016/03)

CERTIFICATE HOLDER

The ACORD name and logo are registered marks of ACORD

HIRED

AUTOS ONLY

37885

20443

20478

20508

06/25/23

900 S. Kansas Ave., Suite 200

7013278920

7013278917

Annl Aggr

06/30/2022

Each Claim

HTK Architects, Inc.

2,000,000

1,000,000

mwilksks

7013278898

1,000,000

DPR9995561

5928 SW 53rd

Holmes Murphy & Associates - KC

2,000,000

1-866-574-6282

10,000

Suite 700

1828 Walnut Sreet

1,000,000

XL SPECIALTY INS CO

CONTINENTAL CAS CO

USA

06/25/22

NATIONAL FIRE INS CO OF HARTFORD

VALLEY FORGE INS CO

7013246176

3,000,000

1,000,000

4,000,000

Topeka, KS 66612

06/26/23

2,000,000

06/25/23

816 857-7820

Auburn-Washburn USD 437

06/25/22

2,000,000

Kansas City, MO 64108

Topeka, KS 66610

4,000,000

06/25/23

Monica Wilks

[email protected]

06/25/23

06/25/22

1,000,000

10,000

Professional Liability

66033831

06/26/22

06/25/22

Exhibit C

State of Kansas

Department of Administration DA-146a

(Rev. 07-19)

Exhibit D

CONTRACTUAL PROVISIONS ATTACHMENT

Important: This form contains mandatory contract provisions and must be attached to or incorporated

in all copies of any contractual agreement. If it is attached to the vendor/contractor

’

standard contract form, then that form must be altered to contain the following provision:

The Provisions found in Contractual Provisions Attachment (Form DA-146a, Rev.

07-19), which is attached hereto, are hereby incorporated in this contract and

made a part thereof.

The parties agree that the following provisions are hereby incorporated into the

contract to which it is attached and made a part thereof, said contract being the

________ day of ______________________, 2021.

1 . Terms Herein Controlling Provisions: It is expressly agreed that the terms of each and every provision

in this attachment shall prevail and control over the terms of any other conflicting provision in any

other document relating to and a part of the contract in which this attachment is incorporated. Any

terms that conflict or could be interpreted to conflict with this attachment are nullified.

Kansas Law and Venue: This contract shall be subject to, governed by, and construed according to

the laws of the State of Kansas, and jurisdiction and venue of any suit in connection with this

contract shall reside only in courts located in the State of Kansas.

Termination Due to Lack Of Funding Appropriation: If, in the judgment of the Director of Accounts

and Reports, Department of Administration, sufficient funds are not appropriated to continue the

function performed in this agreement and for the payment of the charges hereunder, State may

terminate this agreement at the end of its current fiscal year. State agrees to give written notice of

termination to contractor at least thirty (30) days prior to the end of its current fiscal year and shall

give such notice for a greater period prior to the end of such fiscal year as may be provided in this

contract, except that such notice shall not be required prior to ninety (90) days before the end of

such fiscal year. Contractor shall have the right, at the end of such fiscal year, to take possession of

any equipment provided State under the contract. State will pay to the contractor all regular

contractual payments incurred through the end of such fiscal year, plus contractual charges

incidental to the return of any such equipment. Upon termination of the agreement by State, title

to any such equipment shall revert to contractor at the end of the State's current fiscal year. The

termination of the contract pursuant to this paragraph shall not cause any penalty to be charged to

the agency or the contractor.

Disclaimer Of Liability: No provision of this contract will be given effect that attempts to require the

State of Kansas or its agencies to defend, hold harmless, or indemnify any contractor or third party

for any acts or omissions. The liability of the State of Kansas is defined under the Kansas Tort Claims

Act (K.SA. 75-6101, et seq.).

Anti-Discrimination Clause: The contractor agrees: (a) to comply with the Kansas Act Against

Discrimination (K.S.A. 44-1001, et seq.) and the Kansas Age Discrimination in Employment Act

State of Kansas

Department of Administration DA-146a

(Rev. 07-19)

(42 U.S.C. 12101, et seq) (ADA), and Kansas Executive Order No. 19-02, and to not discriminate

against any person because of race, color, gender, sexual orientation, gender identity or expression,

religion, national origin, ancestry, age, military or veteran status, disability status, marital or family

status, genetic information, or political affiliation that is unrelated to the person's ability to

reasonably perform the duties of a particular job or position; (b) to include in all solicitations or

advertisements for employees, the phrase "equal opportunity employer"; (c) to comply with the

reporting requirements set out at K.S.A. 44-1031 and K.S.A. 44-1116; (d) to include those provisions

in every subcontract or purchase order so that they are binding upon such subcontractor or vendor;

(e) that a failure to comply with the reporting requirements of (c) above or if the contractor is found

guilty of any violation of such acts by the Kansas Human Rights Commission, such violation shall

constitute a breach of contract and the contract may be cancelled, terminated or suspended, in

whole or in part, by the contracting state agency or the Kansas Department of Administration; (f)

Contractor agrees to comply with all applicable state and federal anti-discrimination laws and

regulations; (g) Contractor agrees all hiring must be on the basis of individual merit and

qualifications, and discrimination or harassment of persons for the reasons stated above is

prohibited; and (h) if is determined that the contractor has violated the provisions of any portion

of this paragraph, such violation shall constitute a breach of contract and the contract may be

canceled, terminated, or suspended, in whole or in part, by the contracting state agency or the

Kansas Department of Administration.

Acceptance of Contract: This contract shall not be considered accepted, approved or otherwise

effective until the statutorily required approvals and certifications have been given.

Arbitration, Damages, Warranties: Notwithstanding any language to the contrary, no interpretation

of this contract shall find that the State or its agencies have agreed to binding arbitration, or the

payment of damages or penalties. Further, the State of Kansas and its agencies do not agree to pay

attorney fees, costs, or late payment charges beyond those available under the Kansas Prompt

Payment Act (K.S.A. 75-6403), and no provision will be given effect that attempts to exclude, modify,

disclaim or otherwise attempt to limit any damages available to the State of Kansas or its agencies

at law, including but not limited to, the implied warranties of merchantability and fitness for a

particular purpose.

Representative’s Authority to Contract: By signing this contract, the representative of the contractor

thereby represents that such person is duly authorized by the contractor to execute this contract on

behalf of the contractor and that the contractor agrees to be bound by the provisions thereof.

Responsibility for Taxes. The State of Kansas and its agencies shall not be responsible for, nor

indemnify a contractor for, any federal, state or local taxes which may be imposed or levied upon

the subject matter of this contract.

1 0. Insurance: The State of Kansas and its agencies shall not be required to purchase any insurance

against loss or damage to property or any other subject matter relating to this contract, nor shall

this contract require them to establish a "self-insurance" fund to protect against any such loss or

damage. Subject to the provisions of the Kansas Tort Claims Act (K.S.A. 75-6101, et seq.), the

contractor shall bear the risk of any loss or damage to any property in which the contractor holds

title.

1 1. Information: No provision of this contract shall be construed as limiting the Legislative

Division of Post Audit from having access to information pursuant to K.S.A. 46-1101, et seq.

State of Kansas

Department of Administration DA-146a

(Rev. 07-19)

1 2. The Eleventh Amendment:

' The Eleventh Amendment is an inherent and incumbent protection

with the State of Kansas and need not be reserved, but prudence requires the State to reiterate that

nothing related to this contract shall be deemed a waiver of the Eleventh Amendment."

1 3. Campaign Contributions Lobbying: Funds provided through a grant award or contract shall not be

given or received in exchange for the making of a campaign contribution. No part of the funds

provided through this contract shall be used to influence or attempt to influence an officer or

employee of any State of Kansas agency or a member of the Legislature regarding any pending

legislation or the awarding, extension, continuation, renewal, amendment or modification of any

government contract, grant, loan, or cooperative agreement.

Package Project

Construction

Estimate

Total Fee

Amount

Package B

WRHS CTE + Gym

28,808,125

6.24%

1,797,600

Package C.1

Pauline Central

13,053,364

7.03%

917,700

Package C.2a

Indian Hills

5,606,940

6.93%

388,500

Package C.2b

Jay Shideler

2,624,220

6.93%

181,850

Package C.3a

Wanamaker

3,351,600

7.31%

245,000

Package C.3b

Farley

1,524,600

7.31%

111,500

Package C.4a

Auburn

2,457,000

7.28%

178,800

Package C.4b

Pauline South

1,864,800

7.28%

135,750

Package C.5

Tallgrass

511,200

10.20%

52,100

FEE SUMMARY

Exhibit F

This schedule is a preliminary fee summary based on project costs presented

during Schematic Design. Monthly billings will be based on these Construction

Estimate amounts until the project estimate is revised at the Design Development

phase. Revisions are expected as follows:

*Revise column "C" Construction Estimate amount to an agreed upon Design

Development estimate and scope of work. The Total Fee Amount shall be revised

to a lump sum fee using the Total Fee Percent listed in column "D" above.

A B C D E

Document C106

™

– 2013

Digital Data Licensing Agreement

Init.

AIA Document C106

™

“AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA

software at 10:37:12 ET on 07/07/2022 under Order No.3104236809 which expires on 03/02/2023, is not for resale, is licensed for one-time use only, and may

only be used in accordance with the AIA Contract Documents

User Notes: (3B9ADA3E)

ADDITIONS AND DELETIONS:

The author of this document has

added information needed for its

completion. The author may also

have revised the text of the original

AIA standard form. An Additions and

Deletions Report that notes added

information as well as revisions to

the standard form text is available

from the author and should be

reviewed. A vertical line in the left

margin of this document indicates

where the author has added

necessary information and where

the author has added to or deleted

from the original AIA text.

This document has important legal

consequences. Consultation with an

attorney is encouraged with respect

to its completion or modification.

AGREEMENT made as of the day of in the year

(In words, indicate day, month and year.)

BETWEEN the Party transmitting Digital Data (“Transmitting Party”):

(Name, address and contact information, including electronic addresses)

HTK Architects

900 S. Kansas Ave., Suite 200

Topeka, KS 66612

and the Party receiving the Digital Data (“Receiving Party”):

(Name, address and contact information, including electronic addresses)

for the following Project:

(Name and location or address)

Auburn Washburn USD 437

2022 Capital Improvements

The Transmitting Party and Receiving Party agree as follows.

TABLE OF ARTICLES

1 GENERAL PROVISIONS

2 TRANSMISSION OF DIGITAL DATA

3 LICENSE CONDITIONS

4 LICENSING FEE OR OTHER COMPENSATION

5 DIGITAL DATA

ARTICLE 1 GENERAL PROVISIONS

§ 1.1 The purpose of this Agreement is to grant a license from the Transmitting Party to

the Receiving Party for the Receiving Party’s use of Digital Data on the Project, and to

set forth the license terms.

§ 1.2 This Agreement is the entire and integrated agreement between the parties. Except

as specifically set forth herein, this Agreement does not create any other contractual

relationship between the parties.

§ 1.3 For purposes of this Agreement, the term Digital Data is defined to include only

those items identified in Article 5 below.

Exhibit G

Init.

AIA Document C106

™

“AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA

software at 10:37:12 ET on 07/07/2022 under Order No.3104236809 which expires on 03/02/2023, is not for resale, is licensed for one-time use only, and may

only be used in accordance with the AIA Contract Documents

User Notes: (3B9ADA3E)

§ 1.3.1 Confidential Digital Data is defined as Digital Data containing confidential or business proprietary

information that the Transmitting Party designates and clearly marks as “confidential.”

ARTICLE 2 TRANSMISSION OF DIGITAL DATA

§ 2.1 The Transmitting Party grants to the Receiving Party a nonexclusive limited license to use the Digital Data

identified in Article 5 solely and exclusively to perform services for, or construction of, the Project in accordance

with the terms and conditions set forth in this Agreement.

§ 2.2 The transmission of Digital Data constitutes a warranty by the Transmitting Party to the Receiving Party that

the Transmitting Party is the copyright owner of the Digital Data, or otherwise has permission to transmit the Digital

Data to the Receiving Party for its use on the Project in accordance with the terms and conditions of this Agreement.

§ 2.3 If the Transmitting Party transmits Confidential Digital Data, the transmission of such Confidential Digital

Data constitutes a warranty to the Receiving Party that the Transmitting Party is authorized to transmit the

Confidential Digital Data. If the Receiving Party receives Confidential Digital Data, the Receiving Party shall keep

the Confidential Digital Data strictly confidential and shall not disclose it to any other person or entity except as set

forth in Section 2.3.1.

§ 2.3.1 The Receiving Party may disclose the Confidential Digital Data as required by law or court order, including a

subpoena or other form of compulsory legal process issued by a court or governmental entity. The Receiving Party

may also disclose the Confidential Digital Data to its employees, consultants or contractors in order to perform

services or work solely and exclusively for the Project, provided those employees, consultants and contractors are

subject to the restrictions on the disclosure and use of Confidential Digital Data as set forth in this Agreement.

§ 2.4 The Transmitting Party retains its rights in the Digital Data. By transmitting the Digital Data, the Transmitting

Party does not grant to the Receiving Party an assignment of those rights; nor does the Transmitting Party convey to

the Receiving Party any right in the software used to generate the Digital Data.

§ 2.5 To the fullest extent permitted by law, the Receiving Party shall indemnify and defend the Transmitting Party

from and against all claims arising from or related to the Receiving Party’s modification to, or unlicensed use of, the

Digital Data.

ARTICLE 3 LICENSE CONDITIONS

The parties agree to the following conditions on the limited license granted in Section 2.1:

(State below rights or restrictions applicable to the Receiving Party’s use of the Digital Data, requirements for data

format, transmission method or other conditions on data to be transmitted.)

Electronic data of the ( ) only are

hereby furnished to Recipient for Recipient’s convenience and use in providing equipment or material for the

referenced project only. By accepting and using this electronic media, Recipient agrees to the following terms and

conditions for itself, its heirs, successors, assigns, insurers and all those claiming by, through or under it:

All data contained on this electronic media are instruments of professional service and shall remain the property of

HTK Architects and our Project consultants. As such, this data is intended for Recipient’s use only in reference to

this specific Project. Any other use or reuse, or transfer to other parties, is prohibited without written permission of

HTK Architects.

The information contained on this electronic media is provided as a convenience to Recipient and is furnished in “as

is” condition. The official contract documents issued for the project are printed hard copy drawings, specifications,

addenda and other contract documents. Modifications may have been made to the hard copy contract documents

that do not appear on the electronic media. Recipient is solely responsible for confirming and correlating the

accuracy and completeness of the electronic data to be consistent with the hard copy contract documents. It is

further understood that the official hard copy contract documents are not guaranteed as to accuracy or completeness.

Discrepancies or conflicts within the official contract documents are to be resolved in accordance with applicable

terms of the contract documents, and neither HTK Architects, nor the Owner are to be responsible for resolution of

discrepancies or conflicts in any other manner.

Exhibit G

Init.

AIA Document C106

™

“AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA

software at 10:37:12 ET on 07/07/2022 under Order No.3104236809 which expires on 03/02/2023, is not for resale, is licensed for one-time use only, and may

only be used in accordance with the AIA Contract Documents

User Notes: (3B9ADA3E)

By accepting and using this electronic media, Recipient agrees to be bound by the foregoing terms and conditions,

and further, to indemnify, defend and hold harmless HTK Architects, Project Engineers and the Owner, together

with their respective officers, owners, board members, employees, insurers and consultants from any claims, suits

liabilities, damages losses or costs arising from Recipient’s use of same.

ARTICLE 4 LICENSING FEE OR OTHER COMPENSATION

The Receiving Party agrees to pay the Transmitting Party the following fee or other compensation for the Receiving

Party’s use of the Digital Data:

(State the fee, in dollars, or other method by which the Receiving Party will compensate the Transmitting Party for

the Receiving Party’s use of the Digital Data.)

$100 per transmitted AutoCAD sheet

$100 per transmitted Revit Model

ARTICLE 5 DIGITAL DATA

The Parties agree that the following items constitute the Digital Data subject to the license granted in Section 2.1:

(Identify below, in detail, the information created or stored in digital form the parties intend to be subject to this

Agreement.)

This Agreement is entered into as of the day and year first written above and will terminate upon Substantial

Completion of the Project, as that term is defined in AIA Document A201™–2007, General Conditions of the

Contract for Construction, unless otherwise agreed by the parties and set forth below.

(Indicate when this Agreement will terminate, if other than the date of Substantial Completion.)

TRANSMITTING PARTY(Signature)

RECEIVING PARTY (Signature)

(Printed name and title)

Exhibit G