2013-086 AMS - Perkin + Will Architects for Design and Engineering Services for Historic Rogers Rd Community Center

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and payable upon presentation of the Architect's invoice.Amounts unpaid ( )days after the invoice date shall bear interest at the rate entered below,or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Insert rate of monthly or annual interest agreed upon.) % N/A § 11.5.2 The Owner shall not withhold monetary amounts,or other items of compensation to which the Architect is entitled, 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. § 11.5.3 Records of Reimbursable Expenses shall be available to the Owner at mutually convenient times. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: (a) General Terms The Owner and the Architect mutually agree that the Services to be performed pursuant to this Agreement are being rendered in conjunction with the voluntary election by the Architect to provide such Services at a reduced cost or at no cost to the Owner as part of the Architect's delivery of professional services in conjunction with the Architect's corporate goal to benefit persons or entities,or in furtherance of certain societal objectives which the Architect,in its sole discretion,believes to be consistent with the corporate values of the Architect. Therefore,Architect shall be granted broad discretion as to: (a)the delivery of the Services(including the timing of such delivery);(b)the staff designated by the Architect to perform the Services(including consultants,if any,to the Architect);(c)the content and format of the Instruments of Service and;(d)the form of any deliverables constituting the Instruments of Service. Without derogation of the generality of the foregoing,in the event that any provision of Services in relation to this Agreement specifies or requires an unspecified or indeterminate number of reviews,deliverables,visits,meetings,or other actions or items,the Architect may, in its sole discretion,determine the proper number. (b) Limited Liability Entity The Owner acknowledges that the Architect and its consultants are limited liability entities and agrees that any claim made by it arising out of any act or omission of any director,officer or employee of the Architect,or its consultants,in the execution or performance of this Agreement,shall be made against the entity and not against any of their individual directors,officers or employees.. (c) Contractor Insurance Owner will require the Contractor and its Subcontractors to purchase insurance to cover claims and other expenses, including costs of defense, asserted against Architect, its agents, employees and consultants for bodily injury, sickness, disease or death caused by any negligent act or omission of the Contractor, any Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts any of them may be liable. Such insurance shall state: "The coverage afforded the additional insureds shall be primary insurance for the insured or additional insured with respect to claims arising out of operations performed by or on behalf of the named insured. If the additional insureds have other insurance which is applicable to the loss, such other insurance shall be treated as excess or contingent coverage. The extent of the insurer's liability under this insurance policy shall not be reduced by the existence of such other insurance." (d) Standard of Care Nothing contained in this Agreement shall require the Architect to exercise professional skill and judgment greater than that set forth in Section 2.2 hereof(the "Standard of Care"). This limitation shall not be modified by any certification or representation made by Architect as an accommodation upon request of Owner. Architect shall not be responsible for any failure to follow or apply any knowledge or techniques which were not generally known, acknowledged or accepted as of the time during which Architect is performing his services under this Agreement. The parties acknowledge that no set of plans and specifications is entirely free of errors and omissions and that the AIA Document B106T"—2010(rev.10/2010).Copyright C2010 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document Init. is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA Document,or any portion of it, 14 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 t AIA software at 13:35:01 on 03/12/2013 under Order No.3252469288_1 which expires on 12/31/2013,and is not for resale. User Notes: (724650291)