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TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT <br />ARTICLE 2 <br />ARCHITECTS DISCLOSURE AND <br />SPECIAL RESPONSIBILITIES <br />2.1 Except with the Owner's knowledge and consent, the <br />Architect shall not (1) accept trade discounts, (2) have a <br />significant financial interest, or (3) undertake any activity or <br />employment or accept any contribution, if it would <br />reasonably appear that such activity, employment, interest or <br />contribution could compromise the Architect's professional <br />judgment or prevent the Architect from serving the best <br />interests of the Owner. <br />2.2 The Architect's services shall be performed as <br />expeditiously as is consistent with professional skill and care <br />and the orderly progress of the Work. <br />2.3 The Architect shall not have control over or charge <br />of and shall not be responsible for the means, methods, <br />techniques, sequences or procedures of construction, <br />fabrication, procurement, shipment, delivery or installation, <br />or for safety precautions and programs in connection with the <br />Work, since these are solely the Contractors' responsibility <br />under their respective Contracts. The Architect shall not be <br />responsible for the Contractors' schedules or failure to carry <br />out the Work or to meet their schedules for delivery or <br />completion in accordance with the Contract Documents. <br />2.4 Unless otherwise provided, the Architect's duties <br />shall not extend to the receipt, inspection and acceptance on <br />behalf of the Owner of furniture, furnishings and equipment <br />at the time of their delivery to the Project premises and <br />installation. <br />ARTICLE 3 <br />OWNER'S RESPONSIBILITIES <br />3.1 The Owner shall provide full information regarding <br />requirements for the Project. <br />3.2 The Owner shall furnish all legal, accounting and <br />insurance counseling services as may be necessary at any <br />time for the Project, including auditing services the Owner <br />may require to verify the Contractors' Applications for <br />Payment or to ascertain how or for what purposes the <br />Contractors have used the money paid by or on behalf of the <br />Owner. <br />3.3 The drawings, specifications, services, information, <br />surveys and reports provided by the Owner pertaining to the <br />Project shall be furnished at the Owner's expense, and the <br />Architect shall be entitled to rely upon the accuracy and <br />completeness thereof. <br />3.4 Prompt written notice shall be given by the Owner to <br />the Architect if the Owner becomes aware of- any- fault or - <br />defect in the Project or nonconformance with the Contract <br />Documents. <br />3.5 The proposed language of certificates or <br />certifications requested of the Architect or the Architect's <br />consultants shall be submitted to the Architect for review and <br />approval at least 14 days prior to execution. The Owner shall <br />not request certifications that would require knowledge or <br />services beyond the scope of this Agreement. <br />3.6 The Owner shall provide suitable space for the <br />receipt, inspection and storage of materials, furniture, <br />furnishings and equipment. <br />ARTICLE 4 <br />COST OF THE WORK <br />4.1 DEFINITION <br />4.1.1 The Cost of the Work shall be the total cost or <br />estimated cost to the Owner of all elements of the Project <br />designed or specified by the Architect, including the costs of <br />the Contractors' management or supervision of construction <br />or installation. <br />4.1.2 The Cost of the Work shall include the cost at <br />current market rates of labor, materials, furniture, furnishings <br />and equipment furnished by the Owner, and equipment <br />designed, specified, selected or specially provided for by the <br />Architect, including the costs of the Contractors' management <br />or supervision of construction or installation, plus a <br />reasonable allowance for the Contractors' overhead and <br />profit. In addition, a reasonable amount for contingencies <br />shall be included for market conditions at the time of bidding <br />and changes in the Work during the Contract Administration <br />Phase. <br />4.1.3 The Cost of the Work does not include the <br />compensation of the Architect and Architect's consultants, the <br />cost of financing or other costs which are the responsibility of <br />AIA DOCUMENT B177 - ABBREVIATED FORM OF AGREEMENT FOR INTERIOR DESIGN SERVICES - 1990 EDITION - AIA - COPYRIGHT 1990 - THE <br />AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006 -5292 - ASID - COPYRIGHT 1990 - THE <br />AMERICAN SOCIETY OF INTERIOR DESIGNERS, 608 MASSACHUSETTS AVENUE, N.E., WASHINGTON, D.C., 20002.; Unlicensed photocopying <br />violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced <br />without violation until the date of expiration as noted below. <br />Electronic Format B177 -1990 <br />User Document: 9717INT.DOC — 4/3/1998. AIA License Number 100329, which expires on 9/30/1998 — Page #3 <br />