Document B101TM – 2007

1 Document B101TM 2007 Standard Form of Agreement Between Owner and architect Init. / AIA Document B101 2007 (formerly B151 1997). Copyright 1974, 1978, 1987, 1997 and 2007 by The american institute of Architects. All rights reserved. WARNING: This AIA Document is protected by Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document , or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This Document was produced by AIA software at 12:43:26 on 11/17/2014 under Order which expires on 06/29/2015, and is not for resale. User Notes: (1935833209) 1 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.

2 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 __th day of _____ in the year 2014 (In words, indicate day, month and year.) BETWEEN the architect s client identified as the Owner: (Name, legal status, address and other information) _____ _____ _____ _____ _____ [Note: Owner entity subject to change if REIT structure] and the architect : (Name, legal status, address and other information) _____ _____ _____ _____ _____ for the following Project: (Name, location and detailed description) _____ _____ _____ _____.

3 _____ will be pre-certified LEED CS SILVER with the intent to create the healthiest, most comfortable, and productive work environment in the _____. The Owner and architect agree as follows. 12056448 11/17/14 AIA CONTRACT DOCUMENTS ARE COPYRIGHTED BY THE american institute OF ARCHITECTS. SAMPLES OF AIA CONTRACT DOCUMENTS ARE PROVIDED PURSUANT TO A SPECIAL, NON-TRANSFERABLE AND LIMITED LICENSE GRANTED TO BRUCE MERWIN, ESQ. BY THE american institute OF ARCHITECTS ON NOVEMBER 14, 2014. Init. / AIA Document B101 2007 (formerly B151 1997). Copyright 1974, 1978, 1987, 1997 and 2007 by The american institute of Architects. All rights reserved. WARNING: This AIA Document is protected by Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document , or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.

4 This Document was produced by AIA software at 12:43:26 on 11/17/2014 under Order which expires on 06/29/2015, and is not for resale. User Notes: (1935833209) 2 TABLE OF ARTICLES 1 INITIAL INFORMATION 2 architect S RESPONSIBILITIES 3 SCOPE OF architect S BASIC SERVICES 4 ADDITIONAL SERVICES 5 OWNER S RESPONSIBILITIES 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT EXHIBIT A INITIAL INFORMATION ARTICLE 1 INITIAL INFORMATION This Agreement is based on the Initial Information set forth in this Article 1 and in optional Exhibit A, Initial Information: (Complete Exhibit A, Initial Information, and incorporate it into the Agreement at Section , or state below Initial Information such as details of the Project s site and program, Owner s contractors and consultants, architect s consultants, Owner s budget for the Cost of the Work, authorized representatives, anticipated procurement method, and other information relevant to the Project.)

5 The Owner s anticipated dates for commencement of construction and Substantial Completion of the Work are set forth below: .1 Commencement of construction date: _____ .2 Substantial Completion date: _____ The Owner and architect may rely on the Initial Information. Should the Initial Information change in a material way, and if the Owner and the architect agree to make adjustments to the Initial Information, they shall Document such adjustments in writing by preparing and executing an Amendment. Both parties, however, recognize that such information may materially change and, in that event, the Owner and the architect shall appropriately adjust the schedule, the architect s services and the architect s compensation, if applicable. Init. / AIA Document B101 2007 (formerly B151 1997). Copyright 1974, 1978, 1987, 1997 and 2007 by The american institute of Architects.

6 All rights reserved. WARNING: This AIA Document is protected by Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document , or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This Document was produced by AIA software at 12:43:26 on 11/17/2014 under Order which expires on 06/29/2015, and is not for resale. User Notes: (1935833209) 3 ARTICLE 2 architect S RESPONSIBILITIES The architect shall provide the professional services as set forth in this Agreement. The word " architect " shall mean the person, firm or entity performing services and includes employees of such person, firm or entity and consultants, specialists and other persons, firms or entities retained by the architect to perform services pursuant to this Agreement.

7 The architect shall be responsible for the performance of all services provided under this Agreement whether such services are provided directly by architect or by any consultant hired by architect . The architect shall perform its services under this Agreement in accordance with the standard of professional skill and care expected of architectural firms practicing in the geographic area in which the Project is located and experienced in the design and construction of projects similar in scope and size to the Project (the "Standard of Care"). The architect shall cause its consultants to perform their services in accordance with the standards of professional skill and care expected of consultants practicing the same professions in the geographic area in which the Project is located and experienced in the performance of such professional services.

8 The architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. Owner shall be entitled to be a third party beneficiary under all agreements entered into by architect with any consultants, including, without limitation, the structural engineer, and other consultants provided by architect . architect shall cause a provision to such effect to be included in each agreement between architect and its consultants; provided, however, that the Owner shall not be entitled to exercise any third-party beneficiary rights prior to the completion of the Project or the termination of the Agreement, whichever first occurs. The architect shall identify a representative authorized to act on behalf of the architect with respect to the Project.

9 The architect s authorized representative is _____. 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 Standard of Care with respect to this Project. The architect shall maintain the confidentiality of Project and Owner information, unless withholding such information would violate the law, create the risk of significant harm to the public or prevent the architect from establishing a claim or defense in an adjudicatory proceeding. The architect shall require of the architect s consultants similar agreements to maintain the confidentiality of Project and Owner information. This subparagraph is not intended to limit the use by architect or its Consultants of Project information to perform its services under this Agreement.

10 The architect shall maintain the following insurance for the duration of this Agreement.: (Identify types and limits of insurance coverage, and other insurance requirements applicable to the Agreement, if any.) .1 General Liability Commercial general liability insurance (including products-completed operations) naming the Owner as an additional insured against any and all claims for bodily injury and property damage occurring in, or about the Project arising out of the architect s negligent acts. Such insurance shall have a combined single limit of not less than $_____ each occurrence with a $_____ general aggregate limit per Project. Such liability insurance shall be primary and not contributing to any insurance available to Owner and Owner s insurance shall be in excess thereto..2 Automobile Liability Business auto liability insurance insuring bodily injury and property damage with a combined single limit of not less than $_____ each accident for owned, non-owned and hired vehicles.