ASID Document 1D100 Standard Form of Agreement for Interior Design Services THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT 10 ITS COMPLETION OR MODIFICATION. 1994 EDITION AGREEMENT made as of the day of in the year of BETWEEN the Owner: and the Designer: (me and adie. For the following Project Acide dae dcp of Pc tion, abs and ge) ‘The Owner and the Designer agree as set forth below tf eerie Designer Reproduction othe steal cota ern or sultan yuation of pron who en peasion of AID ad AVA wes he "opt Ls the Dae ats a wil sje the woo oe psec, SSD BOCUMENTIO}D«pHvON DION smc ALLEN w= pcorton st re ~ osecuton, ¥O100—1994 1STANDARD FORM OF AGREEMENT FOR INTERIOR DESIGN SERVICES ARTICLE 1 DESIGNER'S RESPONSIBILITIES 1.1 DESIGNER'S SERVICES. AAA The Designers services consist of those services pet= {formed by the Designer, Designer's employees and Designer's consultants 2s enumerated in Anicles 2and 3 ofthis Agreement and any other services included in Asticke 22 1.1.2 The Designer's services shall be performed as exped Uiously as is conssient with professional skill and care and the ‘onderly progress of the Work. Upon request of the Owner, the Designer shall subpnit for the Osiner's approval a schedule for te performance of the Designers servizes. which maybe adjusted as the Projeet proceeds, and shall jnclude allowances for periods of time required for the Owner's eview and for approvals of submissions by authorities having jurisdiction over the Project: Tume limits established by this schedule approved by the Owner shall-not, except for reasonable cause, be ‘exceeded by the Designe’ or Owner. 1.1.3 The services coveted by this Agreement are subject 10 the time limitations contained in Subparagraph 11,7. ARTICLE 2 ‘SCOPE OF DESIGNER'S BASIC SERVICES 21 DEFINITION 2AA_ the Designer's Rasie Services consist of hose described ‘nm Paragraphs 22 through 2 7 and any other services Kentified in Article 12 a8 part oF Basic Services, 22 PROGRAMMING PHASE 22.1 ‘The Designe shall consult with the Owner and other parties designated in this Agreement to ascertain the applicable Fequirements of the Project and shall review the understanding, lof such requitements sth the Owner 22.2. The Designer shall document the applicable require ‘ments necessary forthe various Project functions Gr operations, soch as those for existing and projected personnel, space, fuminice, furnishings and equipment, operating procedures seaurity cetera, and communications relauonships 223 The Designer shall assist die Owner in the preparation Fa budget for the Work and a Project schedule. 2.2.4 the Designer shall analyze the feisibilty of achieving the Owner's budget for the Work, Project schedule and require: ‘menus within the limitations of the building or buildings within ‘which the Project isto be located. 2.2.5 Based on a feview anid analysis of the functional and ‘Onganizational relationships, requirements and objectives for the Project, the Designer shall provide a waillen Program of requiremeais for the Owner's approval, 23 SCHEMATIC DESIGN PHASE 2.3.1 Based on the approved written program, the Designer Shall prepare for the Owner's approval preliminary diagrams showing the general functional relationships for both personnel and operations. 2.3.2 The Designer shall review with the Owner skemnative approaches to designing and carrying out the Work. 23.3 Based on the approved relationship. diagrams, the Designer shall prepare space allocation and yization pians indicating partition and furnishings locations and preliminary furniture and equipment layouts 23.4 The Designer shall prepare studies to establish the design concept of the Project, indicating the types and quality Of fishes, materials, and fuenitue, foralshings and equipment 23.5. The Designer shall submit to the Owner a preliminary ‘estimate of the Cost of the Work, based on the recommended “design concept and on current costs for projets of similar scope And quality, 24 DESIGN DEVELOPMENT PHASE 24.1 Based on the approved Schematic Design and any: adjustments authorized by the Owner in the program, schedule ‘or Project budget, the Designer shall prepare, for approval by the Owner, Design Development drawings and other docu nents to fix and desenbe she size and character ofthe interior onstruction of the Project. 24.2 ‘The Designer shall prepare’such data and illustrations for furniture, furnishings and equipment as may be appropriate forthe Project, including specially designed items oF elements, to indicate Finished appearance aad funetWonal operation, 24.3. ‘The Designer shall cecommiéend colors, materials and finishes not otherwise specified for the Project 2.84 The Designer shall prepare such other Design Develop- ren data; ilustations and documents as may be appropriate Jos dhe Projeat, as described in article 12, 2.4.8 The Designer shill advise the Owner of any adjustments to the preliminary estimate of the Cost of the Work, based on Anticipated unit costs and prices, 2.5. CONTRACT DOCUMENTS PHASE 2.5.1" Based on the approved Design Development Doce meats and any father adjustments inthe scope or quality of the Prgject or inthe budget for the Work authorized by the Owner, the Designer shall prepare, for approval by the Owner, Drawings, Specificadons and. other documents setting Forth ia detail the ‘requirements forthe interior construction necessary forthe Project. ‘Tothe exent required by law, services relating tothe preperation ‘of consiruction documents shall be performed by qualified agchi- tects contracted for directly by agreement betereen Owner and architect The Work deseabed! by such interior construction, ‘documents is intended to be perlormed by the Owner or under fone OF more Contracts between the Owner and Contactor for construction, 252. Rased on the approved Design Development Docu tents and any further adjustments in the scope or quality ofthe Project or in the Project budget authorized by the Owner, che Designer shall prepare, for approval by the Oweer, Drawings, ‘specifications ane other documents sewing forth in detail the requirements for the fabrication, procurement, shipment, deliv- {AS} DOCUMENT 10100 INTERIOR DISIGN SERVICES AGREEMENT + 1594 EDITION ASior + 0wa = THE [beican Sore OF INTERIOR DESIGNERS, 68 MASGACISETYS AVENUE, Ne, WASIUNGTON, b.. S90L06 |AIM" + bupp4e TEAMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE NS, WA 592+ Wags Uncinses photocopying vlales US. copyright ms aod wi schjesthe wa (GiON.0 ees Wr00—1994 2‘ery and installation of farniture, furnishings and equipment for the Project. Such Works intended to be performed under one (of more Contracts or Purchase Orders between the Owner and, Contractor 25.3 The Designer shall advise the Owner of any adjustments {© previous preliminary estimates of the Cost of the Work Indicated by changes in equiements or general market conditions 28.6 The Designer shall assist the Owner in the preparation, of the necessary bidding and procurement information. 28.5 The Designer shall assis the Owner in connection with, the Owner's responsibilty for filing documents required for the approval of governmental aushorties having jurisdiction over the Project. 25.6 The Designer, following the Owner's approval of the Drawings and Specifications and of the latest preliminary estimate ofthe Cost of the Work, shall (1) assist the Owner in ‘obtaining bids of negotiated proposals; 2) assist in awarding and prepating contracts for furniture, furnishings and equip ‘ment; and (3) assist, to the extent permitted by law, in awarding and preparing contacts for interior construction, Bidding and ‘egotition activities shall be coordinated by the Designer. 2.6 CONTRACT ADMINISTRATION PHASE 2.64 The Designer's responsibility to provide Basie Services for the Contract Administration Phase under this Agreement ‘commences with the award of one or more Contracts of the issuance of ene or more purchase orders and terminates at the carlier ofthe issuance to the Owner ofthe final Cerificate or Payment of 60 days aftes the date of Substantial Completion of the Work 26.2 Unless otherwise provided in this Agreement, the De signer shall provide administration ofthe contraces for furniure,, fumnishings and equipment only as set fo below and in te ‘edition of ASID Document 10320, General Conditions of the CContrace for Furniture, Farishings and Equipment, current as of the date of this Agteement. The administration of contracts, for construction provided by the Designer, shall be governed by separate contrictual arrangements unless othersvise pro- vided in Asticle 12, 2.6.3. Duties, responsibilities ane limitations of authority of the Designer ‘shall not be restricted, modified or extended without writen agreement of the Owner and Designer wit consent of the Contractors, which consent shall not be unnea sonably withheld, 26.4 The Designer shall be a representative of and shall advise and consult with the Owner (1) during the Contract ‘Administration Phase intl final payment to the Contractors is ‘duc; and (2) asan Additional Service, at the Owner's direction, fzom time to time until expiration of any applicable correction periods. ‘The Designer shall have authority to act on behalf of, the Owner only tothe extent provided ia this Agreement unless otherwise modified by written insirument, 26.5 The Designer shall assist the Onner in cootdinating schedules for delivery and installation ofthe Work, bu shall not be responsible for malfeasance, seglect or failure of a Contrac- tor, Subcontractor, Sub subconttactor oF material supplier 10 ‘eet their schedules farcompletion orto perform thei respec: tive duties and responsibilities 26.6 The Designer shall visit the Project premises as deemed necessary by the Designer, or as otherwise agreed by the Owner and Designer in weiing to become generally familiar with the progress and quality of the Work completed and to determine {in general ehe Woek isbeing performed in a manner indicating Lat the Work when completed will be in accordance with the Contract Documents. However, the Designer shall not be requited to make exhaustive or continuous inspections at the Project premises wo check the quality or quantity of the Work On the basis of such observations as a designer, the Designer shall keep the Owner informed of the progress and quality of the Work, and shall endeavor t© guard the Owner against defects and deficiencies in the Work. (More extensive represen- ‘ation on the Project premises may be agreed toasan Additional Service, as described in Paragraph 3.2) 26.7 The Designer shall not have control over or change oF ‘and shall not be responsible for the means, methods, tech: niques, sequences of procedures of construction, fabrication, procurement, shipment, delivery or installtion, or for safety ‘precautions and programs in connection with the Work, since these are solely the Contractors’ responsibility under theit respective Contracts. The Designer shal! not be responsible for the Contractors’ schedules or failure to carry out the Work in accordance with the Contract Documents. The Designer shal, not have control over ee charge of acts oF omissions of Contractors, Subcontractors, or their agents Or employees, or of any other persons performing portions of the Work 26.8 The Designer shall at all imes have access to the Work ‘wherever itis in preparation of proses. 2.6.9. Except as may otherwise be provided in the Contract Documents or when direct communications have been spe- cially authorized, the Owner and Contractors shall communi cate through the Designer. Communications by and with the Designer’ consultants shall be Uhrough the Designer. 2.6.10 Based on the Designer's observations and evaluations of the Contractors’ applications for Payment, the Designer shall review and certify the amounts due the Contractors, 2.641 The Designer's certification for payment shall constitute 4 representation to the Owner, based on the Designer's obser- vations at the Project premises as provided in Subparagraph 2.6.6 and on the data comprising the Contractor's Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Designer's knowledge, informationand belie, quality ofthe Work isin accordance with the Contact Documents.."The foregoing representations ate subject to an evaluation of the Work for conformance with the Contract Documents pos Substantial Completion, to results of subsequent tests and inspections, (o minor deviations from the Contract Documents correctable prior to final completion and to specific qualifications expressed. by the Designer. The issuance of a Certificate for Payment shall fanher constirute a ‘representation that the Contractor is entitled to payment in the amount certified, However, the issuance of a Certificate for Payment shall not be a representation that the Work is without latent defects, or chat tie Designer has (1) made exhaustive or ‘continuous inspections at the Project premises wo check the ‘quality or quantity’ of the Work; (2) reviewed the means, methods, wschniques, sequences or procedures of consiruction, fabrication, procurement, shipment, delivery or istallation; (3) reviewed copies of requisitions received from Subcontractors and other data requested by the Owner to substantiate the ‘Contractor's right to payment, or (4) ascertained how and for ‘what purpose the Contactor has used money previously paid ‘on account of the Contract Sum. 2.6.42 Unless otherwise provided, the Designer's duties shall, ‘not extend to the receipt, inspection and acceptance on behal {ASD DOCUMENT 1D700 + INTERIOR DESIGN SERVICES AGREEMENT + 1994 EDITION = ASIDY + 93994 = THE ASTERCAN SOCtETY OF InreRUOR DESIGNERS, Gos MASSACHUSETTS AVENUE, WASHTROTON, De 2000200 ideo Wo » THE AMMEICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE NW, WASHINCION De 20006 592 + WARNING: Unicosed photocopying Wilaes US. copyrgh ows and wl abject he volar to lege prosecute,‘of the Owner of furniture, furnishings and equipmentat the tine of their delivery co the premises and installation, The Designer is not authorized to reject nonconforming Work, sign Change ‘Orders on behalf of the Owner, stop the Work or terminate Gonteact on behalf of the Owner 19. The Designer shall interpret and decide matters con- cerning performance of the Owner and Contractors uncer the requirements of the Contract Documents on writen request of either the Owner or Contractor. ‘The Designer's response to such requests shall be made with reasonable peompiness and within any time limits agreed upon. 2.6.14 The Designer shall render writen decisions within a reasonable time on all claims, disputes or other mattersin question berween the Owner and Contractor relating to the execution or progress of the Work a8 provided in the Contract Documents. 2.6.15 interpretations and decisions of the Designer 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 andl ioitial deci- sions, the Designer shall endeavor to secure faithful perfor: -marice by both Owner and Conteactors, shall nt show partiality {o either, and shall not be lable for results of interpretations or decisions so renclered in good faith 2.6.16 The Designer's decisions on matters relating to aesthetic ‘effect shall be inal f consistent with the intent expressed if the ‘Comeact Documents 2.617 The Designer's decisions on claims, disputes or other matters, including those in question between the Owner and Contractors, except for those relating o aesthetic effect a5, provided in Subparagraph 2.6.26, shall be subject to arbitation as provided in this Agreement and in the Contract Documents. 26.18 ‘The Designer shall review final placement and inspect for damage, quality, assembly ancl function in order to deter- ‘mine that furniture, furnishings and equipment are in accor ‘dance with the requirements of the Contract Documents 19 ‘The Designer shall recommend to the Owner rejection ‘of Work which does not conform to the Contract Documents, Whenever the Designer considers it necessary or advisable for Implemnentation of the intent of the Contract Documents, the Designer will have authority to require additional inspection or testing of te Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. 2.6.20 The Designer shall review and approve of take other Appropriate action upon Contractors’ submitals 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, ‘The Designer's action shall be taken with such reasonable ‘prompuness as to c1use no delay in the Work or in the activities Of the Owner or of separate contractors, while allowing suif- Cient time in the Designer's professional judgment to permit Adequate review. Review of such submittals not conducted forthe porpose of determining the accuracy and completeness ‘of other details such as dimensions and quantities or for Substantiating instructions for installation or performance of ‘equipment oF systems designed by the Contractor all of which femain the esponsibility of the Contractor tothe exteat required by the Conuact Documents. The Designer's review shall not indicate approval of safety precautions or, unless otherwise specifically sted bythe Designer, of the means, methods, Techniques, sequences of procedures of construction, fabrici- tion, transportation or installation, The Designer's approval of a specific item shall not constitute approval of an assembly of ‘which the item isa component, and the Designer's approval of a Sample of Saumples shall not constitute approval of that iter fs delivered and installed if not in conformance with such approved Sample. 2.621 The Designer shall prepare Change Orders and Change Directives, with suipporing documentation and data if deemed necessary by the Designer as provided in Subparagraphs 3.1.1 and 3:43, for the Owner's approval and execution in acer ‘dance with che Contest Documents, and may authorize minor ‘changes in the Work not involving an adjustment ia the Contract Sum or an extension of the Contract Time which are oot inconsistent with the intent of the Contract Documents, 2.6.22 ‘The Designer shall conductinspections to determine the date or dates of Substantial Completion and the date of final ‘completion, shall receive ant forward t© the Owner for the ‘Owner's review and recor wtten warranties and related docu- ‘ments requved by the Contact Documents nc assembled by the Conieactors, and shall sue final Cericates for Payment poo ‘compliance with the requirements of the Contract Documents. 2.7 SERVICES RELATED TO SEPARATE CONSULTANTS: 2.74. The Designer shall provide infortation to and incorpo: te information received in a timely manner from those separate consultants retained by the Owner and identified in Amicle 12 whose activities direc relate to the Project. ARTICLE 3 ADDITIONAL SERVICES 3. GENERAL 34.1 The services described in this Anicte 3 are not included Jn Basie Services unless so identified in Article 12, and they shall be paid for by the Owner as provided in this’ Agreement in Adkltion to the compensation for Basie Services. The services desecibed under Paragraphs 32 and 3.5 shall only be provided If guthorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Parsgraph 3.4 are required due to circuinstances beyond the Designer's ‘control, the Designer shall aotily the Owner prior to comamenc- Jing such services. If the Owner deems that such services described under Paragraph 3.4 are not required, the Owner shall give prompt written notice to the Designer. ifthe Owner indicates in waiting tha all or partof such Contingent Additional Services are not required, the Designer shall have no obligation to provide those services, 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES. 3.2.1. Ifmore extensive representation atthe Project premises than is described in Subparagraph 264 is required, the De- signer shall provide one or more Project Representatives 10 assist jn carrying, out such responsibilities atthe Project pre ‘mises, 3.22 Project Representatives shall be selected, eniployed and directed by the Designer, and the Designer shall be compen: sated therefor as agreed by the Owner anc Designer. The luties, responsibilities and limitations of authority of Project Represeniatives shal be described as provided for in Article 12 [ASID DOCUMENT ID'00 » INTERIOR DESIGN SERVICES AGREEMENT + 1994 EDMION » aSID® + OI « mE AMERICAN SOCIETY OF INTERIOR DESIGNERS, 6 MASGACIIUSETTS AVENUE NS. WASIUNCTON, D200 896 THE AMERICANINGTITUTE OF ARCIITECTS, 1735 NFW YORK AVESUE, NW, WASHIRGTON, DC. 20506 5202+ WARING: Uneeneedpetocopyngveates US copyright laws and subject the vitor tolegal prosecution. ID190—1998 432.3 Through the observations by such Project Representa- Xives, the Designer shall endeavor to provide further protection for the Owner agains defects and deficiencies in the Work, Dut the furnishing of such project representation shall not modily the rights, responsibilities or obligations of the Designer as, ‘described elsewhere in this Agweement. 3.3 PURCHASING OF FURNITURE, FURNISHINGS AND EQUIPMENT BY THE DESIGNER 33.1 Ifthe Owner and Designer agree that the Designer will purchase furniture, furnishings and equipment on behalf of the ‘Owner with funds provided by the Owner, the duties related 10 such services shall be set forth in a separate exhibit 1 this Agreement, 24 CONTINGENT ADDITIONAL SERVICES 3.44 Making revisions in Drawings, Specifications of other documents when such revisions are: A inconsistent with approvals of instructions, previously ave by the Owner, including revisions made necessary by adjustments in the Owners program of Project huciget, 2 required by the enactment of revision of codes, laws fr Fegulations subsequent to the preparation of such slocuments; or 3 due to changes required as a result of the Owner's failure to ener decisions (n a timely manner. 3.4.2 Providing services required because ofsignificantchanges Jn the Project, including, but not limited 10, size, qualiy, complexity, the Owner's schedule, or the mexlod of bidding oF negotating and contracting for furniuire, lurishingsand equip: eet, except Tor services required under Subparagraph 5.2.5 Providing services, to the extent permitted by law, with respect to significant changes in the method of bidding or negotiating and contracting for interior construction, except for services required under Subpacagraph 5.25. 3.4.3 Preparing Deawings, Specifications and other documen- lation and supporting data, evaluating Contractors proposals, ‘and providing bdier services in connection with Change Orders and Change Directives. 3.4.6 Pioviding services in connection with evaluating substi tutions proposed by Contractors and making subsequent rev sions 10 Drawings, Specifications and other documentation resulting therefrom 24.5 Providing consultation concerning replacement of Work damaged by fire or other cause, and furnishing services requifed in Connection with the replacement of such Work. 3.46 Providing services made necessary by the default of a ‘Contractor or Subcontractor, by major defects or deficiencies in their Work, 0 by failure of performance nf either the Owner or 1 Contactor under a contract for the Work. 3.4.7 Providing services in evaluating an extensive number of Claims submitted by Contractors or olbers in conection with, the Work 3.4.8 Providing services in connection with a public hearing, arbitration proceeding oF legal proceeding, except where the Designer isa party thereto. 3.4.9 _ Preparing documents for alternate, separate or sequen- tial bids or providing out-of sequence services requested by the ‘Owner 35 OPTIONAL ADDITIONAL SERVICES 35.1 Providing financial easibilty oF other special studies. 35.2 Providing planning surveys, building evaluations or ‘comparative studies of prospective buildings. 35.3. Providing special surveys, environmental studies and submissions required for approvals of governmental authorities fr others having jurisdiction over the Project 35.4 Providing services relative ¢o future facilities, systems, furniture, fimishings and equipment. 3.5.5. Providing services to investigate existing conditions oF facilities o¢ to make measured drawings thereo. 35.8 Making investigations, Inventories of materials Furi ture, furnishings and equipment, oF valuations and detailed appraisals of existing facilites, urniture, furnishings and equip- ‘meat, and the relocation thereof, 35.7 Providing services to verily the accuracy of drawings or tllier information furnished by the Owner, 3.5.8. Providing services involving travel for the purpose of ‘evaluating materials, furniture, furnishings and equipment proposed for the Project, 3.5.9 Providing special sudies forthe Project such as analyz ing acoustical oy ghting requirements, record retention, com munications and security systems. 3.5.10 Providing services for the design or selection of graphics, and signage 3.5.11 Providing services in connection with the procurement fof works of ar. 25.12 Receipt, inspection and acceptance on behalf of the Gar of fare: frnehings and Equipment a the me of delivery to the premises an insalavon, 3.5.13 Providing services in connection with the work of a construction manager oF separate consultants reined by the ‘Owner except as required by Paragraph 27. 3.5.14 Providing detailed estimates of the Cost of the Woek 3.5.15 Providing detsited quantity surveys or inventories of -merial, equipment and labor. 3.5.16 Providing assistance in the utilization of equipment oF systems suchas testing, adjusting and balancing, preparation of Operation and maintenance manuals, taining personnel for ‘operation and maintenance, and consultation during operation, 3.5.17 Providing analyses of maintenance and epersting costs 3.5.18 Providing services for planning tenant or rental spaces. 3.5.19 Providing services relating o the Work of a Contractor after issuance tothe Owner ofthe final Certificate for Payment for such Contractors Work, of in the absence of 2 final Centfeate for Payment, more than 60 days after the date of ‘Substantial Completion of the Work. 3.5.20 Preparing a set of reproducible record drawings or speck ications showing signiican changes sa the Work made during the performance thereo! based on markec-up prints, drawings and ‘ther data furnished by the Contractors to the Designer. [ASID DOCUMENT 10100 + YFERIOK DESIGN SEIVICES SGREEMENT + 1994 EDITION « ASID® = 01994 « THE [AMERICAN sot’ OF INTHRIOR DESIGNERS 8 MASCACIUSENTS AVENUE, NE, WASHINGTON, De_20002-40% 5 1D100—1994 ‘Ala*+ 019940 TE AMERICAN INSTITUTEOF ARCHITECTS, 1735 NEW YORK AVENE NW, WASINGTON D.C 2008 502 wasnas Uneaneeapotocopyengvistes US. copii ae wileubject the Var tool aoseeutn.3.5.21 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with, _genetally accepted interiors practice. ARTICLE 4 OWNER'S RESPONSIBILTIES. 4.1 The Owner shall provide full information regarding requirements for the Project, 42 The Owner shall establish and update an overall budget for the Project, including the Cost of the Work, the Owner's ‘other costs and reasonable contingencies related to all of these 43 af soquested by the Designer, the Owner shall furnish ‘evidence that financial arangements have been made to full the Owner's obligations unde this Agreement. 44 The Owner shall designate a representative authorized 0 act on the Owner's behalf with respect cote Project. The ‘Owner or such authorized representative shall ender decisions ina timely manner pertaining to documents submitted by the Designer in order to avoid uneeasonable delay in the orderly sand sequential progress of the Designer's services. 45 if services are required under Paragraph 3.3, the Owner shall provide and maintain working funds withthe Designer, if required, to pay Invoices charged to the Project for materials find furnishings, to secure cish discouets and for required, deposits, 48 The Owner shall furnish strctural, mechanical, chemi- ‘al, air and water pollution tests, tests for hazardous materials, and othes laboratory and environmental tests, inspections and reports required bylaw or the Contnict Documents 47 The Owner shall furnish Mh legal, accounting and insurance counseling services as may be necessary at any time for the Project, inchiding avditing services the Owner ay require to verify the Contractors’ Applications for Payment or 10 Ascertain how oF for what purposes the Contractors have used the money paid by or on behalf of the Owner 48 ‘The drawings, specifications, services, information, Sur veys and reports provided by the Owner pertaining 10 the Project shall be furnished ar the Owner's expense, and dhe Designer shall be entitled wo rely upon the accuracy and completeness thereof. 49 Prompt written notice shal be given by the Owner tothe Designer ifthe Owner becomes aware of any fault or defect in the Project or noaconformance with the Contract Documents. 4.10 ‘The proposed language of cenificates or certifications requested of the Designer or Designer's consultants shall be submitted to the Designer for seview and approval at least 14 {lays priorto execution. The Owner shal, aot request cemifica- tions that would require knowledge or services beyond the scope of this Agreement 4.11 The Owner shall provide suitable space for the eceipt, inspection and storage of materials, furniture, furnishings and equipment. 4412 The Owner shall contract for all temporary and perma- nent telephone, communications and security systems required for the Project 0 as not 10 delay the performance of the Designers services. 4.13. “The Owner shall be responsible for the relocation or removal of existing facilities, furniture, furnishings and equip- ment, and the contents thereof, unless otherwise provided by this Agreement ARTICLE 5 COST OF THE WORK 5.1 DEFINITION 54.1 ‘The Cost of the Work shall be the tol cost or estimated cost to the Owner of all elements of the Project designed o¢ specified by the Designer, including the costsof the Contractor's -Banagement or supervision of construction of installation, 5A2_The Cost of the Work shall include the cost at current market rates of labor, materials, furniture, fursishings aad ‘equipment furnished by the Owner, and equipment designed, ‘specified, selected or specially provided for by the Designer, including the costs ofthe Contractor's management or supervi- sion of constniction er inallation, psa reasonable allowance for the Contractors” overtead and profit. In addition, a reasonable amount for contingencies shall be included for ‘market conditions at the time of bidding ané changes in the Work during the Contsact Administration Phase, 5.1.3 ‘The Cost ofthe Work does not include the compensi- tion of the Designer an Designer's consultants, the cost of Gnancing or other costs which are the responsibility of the ‘Owner as provided in Amite 4. 52 RESPONSIBILITY FOR THE COST OF THE WORK 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates ofthe Cost of the Work and detailed estimates of the Costof the Work, ifany, prepared by the Designer represent the Designer's best dgment as a design professional familiar wth interior design. . It is recognized, however, that neither the Designet nor the Owner has contol over the cost of labor materials, fuente, furnishings oF equipment, over the Con: tractors’ methoxs of detemnining bid prices, or over competitive bidding, market or negotiating conditions, Accordingly, the Designer can fot and does not warrant or represent that bids oF ‘negotiated prices will not vary from the Owner's Projec budget fr from any estimate of the Cos of the Work or evaluation prepared of agreed to by the Designer. 5.2.2 No fixed limit of the Cost of the Work shall be estab- lished a5 2 condition of this Agreement by the furnishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties hereto, Ifsuch fixed limit has been established, the Designer shall be permited to inchude contingencies for design, biking, and price escalation, to determine what materials, furniture, fomishings and equipment, finishes, component systems and lypes of construction are’ to be included in the Contract ocuments, to make reasonable adjustments in the scope ofthe Project and to include in the Contract Documents alternate bids {0 Adjust the Cost of the Work to the fixed limit. Fixed limits, iany, shall be increased in the amount of an increase in the Contract Sum occurring alter execution of the Contracts, {SID DOCUMENT 1D100 » INTRON DESIGN SERVICES AGNEEMERT + 1594 EDITION + ASID* 61954 « THE [AEnTeny soctery OF INTETIOR DESIGNERS, Gon MASSACHUSETTS AVENE. WASHINGTON, De 26002-4006 [Nuxtsipot erie AMERICAN INSTTUTEOF ARCHITECTS, 1735 NEW YORK AVENUE HAF, WASHINGTON, 0.20006 592 WARNING! Unlanced prtocopying vats U.S. copy we ad wi subeethe Vola fo eal resection, 1D100—1994 65.23 _IMbidding oF negoriating has not commenced within 99 days after the Designer submits the proposed Contract Docu nents tothe Owner, any Project budget or fixed limitof the Cost fof the Work shall be adjested ro reflect changes in the general level of prices in the interiors industry between the date of submission of the Contact Documents to the Owner and te date on which proposals are Sought 5.24 If a fixed limit of the Cost of the Work (adjusted 38 provided in Subpangraph 5.2.) is exceeded by the lowest bona fide bids or negotiated proposals, the Owner shall A give written approval of an increase ia suc fixed limit 2 authorize rebidding or renegotiating of the Project ‘within 8 reasonable time; 9 ifthe Project is abandoned, terminate in accordssice ‘with Paragraph 83: or A cooperate in revising the Project scope and quality as required to reduce the Cost of the Work, 5.25 Ifthe Owner chooses to proceed under Clause 5.24.4, the Designer, without additional charge, shall modify the Contract Documents as necessary to coinply with the fed limit, iFestablished as a condition of this Agreement, The modifica: tion of the Contract Documents shall be the limit of the Designer's responsibilty arising out of the establishment of a fixod limit, “The Designer shall be entitled to compensation in accordance with this Agreement for all services performed, ‘whether or not the Conttact Administration Phase is commenced ARTICLE 6 USE OF DESIGNER'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS 84 ‘The Drawings, Specifications and other documents prepared by the Desigher for this Project are instruments of the Designer's service fr use solely with respect to this Project and, unless otherwise provided, the Designer shall be deemed the author of these documents and shall retain all common law, Statutory and ouber reserved rights, inclutiag the copyright ‘The Owner shall be permited to’ retain copies, including reproducible copies, ofthe Designers Drawings, Specifications and other documents for information and reference in connec- tion with the Owner's use and occupaney of the Project. The Designer's Drawings, Specifications or other documents shall not be used by the Owner or others on other projects, for sddtions to this Projecto for completion of this Project by lthers, unless the Designer is adjudged to be in default under this Agreement, except by agreement in writing and with appropriate Compensation ie the Designer. 6.2 Submission or distribution of docursents to meet official regulatory requirements oF for similar pusposes in connection swith the Project 1S not to be construed as publication ia, derogation of the Designer's reserved tights. ARTICLE 7 ARBITRATION 7A Claims, disputes, or other matters in question berween the parties t0 this Agreement arising oUt of Or relating 10 this, Agreement or breach thereof shall be subject to and decided by arbitration ia accordance with the Gonstraction Industry Arb tration Rules of the American Arbitation Association curtently in effect unless the parties mutually agree otherwise, 72 Demand for arbteation shall be filed in writing with the ciher panty o this Agreement and with the Ametican Aibitration Association, 8 demand for aubicration shill be made within reasonable time afer dhe claim, dispute or other matter in ‘question hasarisen, In n0 event shall the demand for arbitston be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in {question would be barred by the applicable statutes of limita 7.3 Noarbitrationatising out of o relating this Agreement shall include, by eassolidation, joinder or in any’ other manner, an additional person of enity not 2 party 10 this Agreement, except by written consent contaitinga specific reference to this Agreement signed by the Owner, Designee ad any other person or entity sought to be joined. Consent te arbitration favolving an additional person or entity shall not consioite consent to arbitration of any claim, dispute or other matter it {question not described in the written consent of with a person for entity not named or described therein, The foregoing agreement to arbitrate and olher agreements toarbitrate with an akltional person or entity duly consented to by the parties 10 this Agreenvent shall be specifeally enforceable in accordance ‘with applicable 1sw in any court having jurisdiction thereof. 7.4 The award rendered by the arbitrator o¢ arbitrators shall © final, and judgment may be entered spy it in accordance ‘with applicable law in any court having jurisdiavon thereof. ARTICLE 8 ‘TERMINATION, SUSPENSION OR ABANDONMENT BA This Agreement may be terminated by either pacty upon not less than seven days’ writen notice, should the other party substantially fal 1 perform in accordance with the terms ofthis Agreement through no fault of the party initating the tenmination. 82 Ifthe Project is suspended by the Owner for more than 30 consecutive days, the Designer shall be compensated for Services performed prior 10 notice of such suspension. "when the Project is resumed, the Designers compensation shall be ‘equiably adjusted to provide for expenses incuered in the interruption and resumption of the Designer's services, 88 This Agreement may be terminated by the Owner upon rot less than seven days! written nouce to the Designer in the ‘event atthe Projects permanendy abandoned. Ifthe Projects abandoned by the Owok for tore than 90 consecutive days, the Designer may terminate this Agreement by giving written notice, 84 Failure of the Owner to make payments to the Designer fn aecordance with this Agreement shall be considered substin- {ial nonperformance and cause for termination, 85 If the Owner fils to make payment when due the Designer for services and expenses, the Designer may, upon seven days’ written notice to the Owner, suspend performance ff sereices under this Agreement. Uniess payment i ull i, received by the Designer within seven days of the date of the notice, the suspension shall take effect without further notice: In the event of a suspension of services, the Designer shall have ‘no lability fo the Owner for delay or damage caused the Ownet Decase of such suspension of services 8.6 _ Inthe eventof termination not the faut ofthe Designe the Designer shall be compensated for services performed priot (© termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Paragraph 8.7. {ASID DOCUMENT 1D100 = ;NTEROR DESIGN SERVICES AGREEMENT + 1901 EDITION + ASID® « 01994 + THE [SIERICAN SOcTETY OF INTERIOR DFSIGNENS, 608 MASSACHUSETTS AVENLE, NIE, WASHINGTON, D.C. 200016, ‘ass iope se Auinican INgTTUTEOE ANCHTPECTS, 795 NEW YORK AVENUE NW, WASHINGTON, De. 200. 7 1D100—1994 52 + WARNENG: Unoonsea photocopying vanes US. copyright laws and wi sibectthe Vastra! prosestlon.8.7 Termination Expenses are in addition to compensation for Basic and Additional Services, and include expenses which are directly abutableo termination. Termination Expenses shall be computed as. percentage of the total compensation for Basic and ‘Additional Services eamed tothe time of temnation, as follows A. Twenty percent ofthe total compensation for Basic and Additional Services earned to date if termination ‘occurs before or during the Progtanuning or Schematic Design Phases; or .2 Ten percent of the total compensation for Basie and AGsitional Services eamed to date if termination occurs during the Design Development Phase; or .8 Five percent of the total compensation for Basic and Additional Services eamed to date if termination occurs during any subsequent phase. ARTICLE 9 MISCELLANEOUS PROVISIONS 91 Unless otherwise provided, this Agreement shall be sgovemed by the 1aW of the principal place of business of the Designer, 9.2. ‘Terms in this Agreement shall have the same meaning as those in ASID Document 1D320, General Conditions of the Contact for Furniture, Furnishings and Equipment current as of the date of this Agreement 93 Causes of action between the parties to this Agreement pertaining 1 acts oF failures to 2ct shall be deemed to have accrued and the applicable statutes of limitations shall com- ence (© run not later than either the date of Substantial Completion for acts or failures to act occurring prior 10 Substantial Completion, or the date of issuance of the final Centfcate for Payment for acts or fallures to act occucring after Substantial Completion 94 ‘The Owner and Designer waive all rights against each fther snd against the contractors, consultants, agents and, ‘employees of the other for damages, but only to the extent covered by property insurance during consiniction and instal- Intion, except such rights as they may have to the proceeds of such insurance set forth inthe edition of ASTD Document ID320,, General Conditions of the Contract for Furniture, Furnishings and Equipment, cureat as ofthe date of this Agreement. ‘The ‘Owner and Designer shall each roquite similar waivers fora their contactors, consultants and agents 95 The Owner and Designer, respectively, bins! them selves, their partners, successors, assigns and legal representa tives 0 the other pany to this Agreement and to dhe partners, successors, assigns and legal representatives of such other party ‘with respect ro all covenants ofthis Agreement, Neither Owner nor Designer shall assign this Agreement without the written consent of the other 9 is Agreement represents the entire and integrates agreement between the Owner and Designer and supersedesall prior negotiations, representations or agreements, either wait {en or oral. This Agreement may be amended only by written instrament siged by both Owner and Designer. 97 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of 98 Unless otherwise provided in this Agreement, the De signer and Designer's consultants stall have no responsibility for the discovery, presence, handling, remaval or disposal of or exposure of persons to hazardous materials in any form atthe Project premises, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) oF other tone sub 99 The Designer shall have the right to include representa tions ofthe design of the Project, including photographs of the exterior and interior, among the Designer's promotional and professional materials. The Designer's materials shall not in- lude the Owner's confidential ar proprietary information ifthe ‘Owner has previously advised the Designer in writing of the specific information considered by the @wnerto be confident} or proprietary. The Owner shall provide professional ceditfor the Designer on the construction sight andl in the promotional materials for the Project 9.10 Except with the Owner's knowledge and consent, the Designer shall not (1) accepe wade discounts; (2) have a significant financial interest, or @) undertake any activity oF ‘employment or accept any contribution, iFit would reasonably appear that such activity, employment, interest or contribution could compromise the Designer's professional judgment or pre veri the Designer from serving the bes interests ofthe Owner, ARTICLE 10 PAYMENTS TO THE DESIGNER 10.1 DIRECT PERSONNEL EXPENSE 10.1.1 Direct Personnel Expense is defined as the direct salaries ofthe Designer’ personnel engaged on the Projectand the portion of the cost of their mandatory and cosomary contributions and benefits related thereto, such as employment faxes and other statutory employee benefits, insurance, sick Teave, holidays, vacations, pensions and similar contributions find Benefits 102 REIMBURSABLE EXPENSES 10.2.1 Reimbursable Expensesare in additionto compensation for Basic and Additional Services and include expenses incurved by the Designer and Designer's employees and consultants in the interest ofthe Project, as identified inthe following clauses, 10.2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized outof-town travel; long-distance communications; and fees paid for secur- ing approval of authorities having jurisdiction over the Project. 10.2.1. Expense of reproductions, postage and handling of Drawings, Specifications and other documents 10.2.3 If authorized in advance by the Owner, expense of ‘overtime ork requiting higher than regular rates, 102.14 Expense of renderings, quested by the Owner jodels and mock-ups re 10.2.15 Expense of additional insurance coverage oF lists, including professional liabily insurance, requested by the ‘Owner in excess of that normally carried by the Designer and Designer's consultants 10.2.1.6 Expense of computer-aided design anddraftingequip: third party against either the Owner or Designer. ment fime when used in connection will Ue Project [ASID DOCUMENT 1D100 + 1TENiGR DESIGN SERVICES AGREEMENT » 1994 EDION + ASIDY » 01994 + THE ‘DiekIcay SOCIETY OP INTUIHOR BESIGNERS, 608 MASSACHUSERTS AVENUE, NE WASHINGTON, Di, 2002 6006 ‘Alte ioae Fir MMERICAN INSTTTUTE OF ARCHITECTS, 1735NEW YORK AVENUE NAY, WASHINGTON. D 20006 552 + WARRING: Unceseaphetcopying vaste’. copyright nm and wil subject he iar tolegal prosecution. i100—1994 810.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 10.3.1 ‘The initial payment set forth in Paragraph 11 is the ‘minimem payment under tis Agieement 10.32 Subsequent payments for Basic Services shall be made ‘monthly and, where applicable, shall be in proportion co services performed within each pliase of service on the basis set forth in Subparigraph 11.2.2. 10.3.8 tf and tothe extent that the time inially establisted in Paragraph 11.7 of this Agreement is exceeded of extended through no faulrof the Designer, compensation for any services rendered during the additional period of time shall be con pputed in te mariner set forth in Subparageaph 11.4.1 10.3.4 When compensation is based on a percentage of the Cost of the Woek and any portions ofthe Project are deleted or otherwise not completed, compensation for these portions of the Project shall be payable to the extent that services are performed on those portions ia accordance with the schedule set forth in Subpariyraph 11,22,, based on 2) the fowest bona Fide bid or negetiated proposal or(2) if no sich bid or proposal 's received, the most recent preliminary estimate of the Cost of the Work or detailed estimate of the Cost of the Work for such portions of the Project 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 40.4.1 Payments on account of the Designer's Additional Services and for Reimbursable Expenses shall be made monthly ‘pon presentation of the Designers statement of services rendered or expenses incurred 40.5 PAYMENTS WITHHELD 10.5.1 No deductions shall be made from the Designer's compensation on account of penalty, liquidated damages or ther sums withbeld from payments 10 Corracwors, OF Om account ofthe cost of changes in the Work other than those for ‘which the Designer has been found to be liable, 10.6 DESIGNER'S ACCOUNTING RECORDS 40.6.4. Recouds of Reimbursable Expenses and expenses per taining to Additional Services and services performed on the basis of a multiple of Direct Pessonnel Expense shall be available to the Owacr or the Owner's authorized representa live at mutually convenient times, {ASIO DOCUMENT 1D100 = NcFER.OR DESIGN SERVICES AGREEMENT + 194 EDITION « ASID*= ©1998 + THE “AMERICAN SOCIETY OF INTEMOR DESIGNERS, Gob MASSACHUSETTS AUTRE, NE, WASIINGTON, DC 2000-5005 ‘iar e904» EAMERICAN IS TETUTE OF ANCHTTYCTS, 173 NEW YORK AVENUE NW, WASHINGTON, D006 9 11001994 $382 WARNING: Unieansed phtoopying wolaten US. copyeahtInws and wil subject he var olga roseetten.ARTICLE 11 BASIS OF COMPENSATION ‘The Owner shall compensate the Designer as follows 114 AN INITIAL PAYMENT of Dollars > shall he made upon execution of this Aggcement and credited to the Owner's aceount as Follows: (tio rebtbr intial payment wil Be rede 0 te ir, 12 prportionaity to al pagmenton tbe Our acount) 11.2 BASIC COMPENSATION 11.2.1 POR BASIC SERVICES, as described in Article 2, and any other services included in Article 12 as part of Basic Services, Basie Compensation shall be computed as follows: (One ato composition, including dens, mle or percentage, nd deny pbaus touch particular method compensation ah sear) 11.22 Where compensation is based on a Stipulated Sum, Percentage of the Cost of the Work or Area Fee progress payments for Basie Services in each phase shall toil the Following percentages of the total Basic Compensation payable: ins atonal phase as appropriate) Programmung Phase: perce ¢ ”) Schematic Design Phase: percent ( % Design Development Phase percent ( ” Contract Documents Phase: percent ( ” Contract Administration Phase: percent ( 0 Total Basie Compensation one hunded percent (100%) 11.3. FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 3.2, compensation shall be computed as follows: 11.4 COMPENSATION FOR ADDITIONAL SERVICES 114-1 FOR ADDITIONAL, SERVICES OF THE DESIGNER, 2s deseribed in Articles 3 and 12, olher than (1) Additional Project Representation as described in Paragraph 3.2: and (2) services included in Article 12 a8 par of Basie Seevices but excluding services “of consulants, compensation shall be computed as follows: (ser basis of compensation clung rates dor mp irc Personnel Expense for Pintle ad employee ai ety Principat ad clas empayes Freud toni pec sevice ae panicalar met: of comporaatin ap neces?) 14.4.2. FOR SERVICES OF CONSULTANTS, including consultants Wentified in Article 12, a multiple of i Deimes: the amount billed f0 the Designer for such services, (Gensco of cman ta ce 12 oe) ‘AS DOCUMENT 1D100 + NTETIOR DESIGN SERVICES AGIREENENT » 199 EDTON + ASIDY « e04 « THE ‘Astelcay sory OF ISTERIOR DESIONERS. G8 NASCACHTUSETTS AVENLE, NE, WASHINGTON, DE. 2088-205 ‘nuss igpac THEADMERICAN INTAUTEOF AIGHITECTS, 1735 NEW YORK AVENUE NW, WASHINGTON, © 208 ‘S22 Wan: Untcwsed photocopying vats US. copyright nwa and wil subject the lt total prosecution. w100—1994 1011.5 FOR REIMBURSABLE EXPENSES, as described in Paragraph 10.2, and any other items included in Anticle 12 as Reimbursable spenses, a multiple Of C ) times the expenses incurred by the Designer, the Designer's employees and consultants in the interest of the Project 14.6 Payments ate due and payable « » days from the date of the Designer's invoice Amounts unpaid “ ) days after the invoice date shall bear interest atthe rate entered below, for in the absence thereof atthe legal rate prevailing from time to time atthe principal place of business of the Designer, (nar ee of trent are woo) (sry tae ad pure unde tb Feral Trubs Lending Act, stir sae aa cal consumer eri and ike elton atthe Ones and Designer rin paces of hms he ation of the Poe! enor af be ayo hr provi. Spiel ade sould be oad at eet ‘ats or mccfeuonn, ond ats regarding pment such a writen des ware) 11.7. IF THE BASIC SERVICES covered by this Agroement have not been completes within c ) months of the date hereof, through no fault of the Designer, extension of the Designer's services beyond that time shall be compensated as provided in Subparagraphis 10.33 and 11.4.1 ARTICLE 12 OTHER CONDITIONS OF SERVICES ner describes ienify Addlonal Serene det win bast Compensation and med fiaiontefthepeymentandcomperation ms cde ‘mits agement “This Agreement entered into as of the day and yest frst writen above, OWNER DESIGNER Gignature) signatures Printed ame ana te) (Printed name an ed 3s CAUTION: You should sign an original ASID document which has this caution prirted in re. eahee {An original assures that changes will not be obscured as may occur when documents. 316 ElSimrunhe reproduced. See Instruction Sheet for Limited License for Reproduction of this Document. {ASID DOGUMENT 10100 « INTERIOR DESIGN SERVICES AGREEMENT + 1994 EDITION » ASID"= 01904 « THE [AMERICAN SOCTETY OF INTEROR DESIGNES, 68 SASGACHSETTS AVESLE, NE, WASHINGTON, 20002-6005 [Mass oippte HE AMERICANINSETUTEOF ARCHITECTS 17358058 YORK AVENUE NW, WASHINGTON, (x 200 5202+ WARMING! Unteansed photocopying ete US. copyright iow and wil subject te vistors logl prasecaton. 1100199411