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®

AIA Document B102 – 2007 TM

Standard Form of Agreement Between Owner and Architect


without a Predefined Scope of Architect's Services

AGREEMENT made as of the « » day of «January» in the year « 2010 »


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

BETWEEN the Owner: ADDITIONS AND DELETIONS:


The author of this document
(Name, legal status, address and other information) has added information
needed for its completion.
MULTNOMAH COUNTY The author may also have
401 N. Dixon Street » revised the text of the
original AIA standard form.
Portland, OR 97227 - 1865 » An Additions and Deletions
Report that notes added
and the Architect: information as well as
revisions to the standard
(Name, legal status, address and other information) form text is available from
the author and should be
TO BE DETERMINED »« » reviewed.
« » This document has important
« » legal consequences.
« » Consultation with an
attorney is encouraged with
respect to its completion
for the following Project: or modification.
(Name, location and detailed description)

EAST COUNTY COURTS PROJECT (the “Project”)

The site for the Project is approximately four acres located directly South of the
intersection of Stark Street and 185th Avenue in the Rockwood Community of Gresham,
Oregon. The Project scope includes a fully improved extension of 185th Avenue to the
first driveway access south of the new building. The remainder of the site area will be
developed for parking and continuation of the 185th R.O.W. to the property at the south
end of the parcel (Wood Shop).

The Project building is envisioned as a two to three-story structure comprising of


approximately 35,000 to 40,000 square feet of occupied space in the initial build-out. The
building will include up to 3 Civic Courtrooms and related spaces for the State of Oregon
District Court, and offices for the Multnomah County District Attorney. The building
will be designed to easily accommodate a future expansion to up to 6 Courtrooms

The Owner desires to develop a site-sensitive design founded on the principles of


affordable and reasonable sustainable design concepts. The Project approach will
incorporate the LEED® process with the intent to achieve LEED® Gold certification.

The Owner and Architect agree as follows.

ELECTRONIC COPYING of any


portion of this AIA® Document
to another electronic file is
prohibited and constitutes a
violation of copyright laws
as set forth in the footer of
this document.

AIA Document B102™ – 2007 (formerly B141™ – 1997 Part 1). Copyright © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970,
1974, 1977, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by
U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may 1
result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was
produced by AIA software at 13:50:21 on 10/15/2009 under Order No.9943592030_1 which expires on 09/10/2010, and is not for resale.
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TABLE OF ARTICLES

1 ARCHITECT’S RESPONSIBILITIES

2 OWNER’S RESPONSIBILITIES

3 COPYRIGHTS AND LICENSES

4 CLAIMS AND DISPUTES

5 TERMINATION OR SUSPENSION

6 COMPENSATION

7 MISCELLANEOUS PROVISIONS

8 SPECIAL TERMS AND CONDITIONS

9 SCOPE OF THE AGREEMENT

ARTICLE 1 ARCHITECT’S RESPONSIBILITIES


§ 1.1 The Architect shall provide the following professional services:
(Describe the scope of the Architect’s services or identify an exhibit or scope of services document setting forth the
Architect’s services and incorporated into this document in Section 9.2)

See Exhibit A, Initial Information.


See Exhibit B, Scope of Architect Services.

§ 1.2 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 on projects of
comparable size and complexity (the “Standard of Care”). The Architect shall perform its services as expeditiously
as is consistent with the Standard of Care and the orderly progress of the Project, all as reflected in Exhibit F,
Schedule of Architect Deliverables (the “Schedule”). Architect represents that the Schedule includes allowances for
periods of time required for Owner's review, for the performance of Owner's consultants, for approval of
submissions by authorities having jurisdiction over the Project, and for all other reasonably foreseeable events and
circumstances. Time limits established by the Schedule shall not, except for reasonable cause not the fault or
responsibility of Architect, be exceeded by Architect. If reasonable cause exists, the Schedule may be adjusted but
only by written agreement between Owner and Architect..

§ 1.2.1 Actual Damages. The Architect acknowledges and agrees that time is of the essence and that failure to timely
perform and complete the services under this Agreement may result in significant costs, expenses, and damages to
Owner, including, but not limited to, damages for loss of use and enjoyment, loss of revenue, cost of replacement
facilities, concessions to any buyer or lessee, extended overhead and management costs, extra or extended financing
costs, extra or extended services by Contractor or other contractors, claims by other design professionals or
consultants, and possibly other types of costs, expenses and damages. Architect is responsible to Owner for all such
costs, expenses and damages, including but not limited to, both economic and noneconomic losses, to the extent
caused by Architect.

§ 1.3 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the
Project.

§ 1.4 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 Project.

§ 1.5 The Architect shall maintain the following insurance for the duration of this Agreement.
AIA Document B102™ – 2007 (formerly B141™ – 1997 Part 1). Copyright © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970,
1974, 1977, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by
U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may 2
result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was
produced by AIA software at 13:50:21 on 10/15/2009 under Order No.9943592030_1 which expires on 09/10/2010, and is not for resale.
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(Identify types and limits of insurance coverage, and other insurance requirements applicable to the Agreement, if
any.)

See Exhibit D - Architect and Consultant Insurance Requirements.

§ 1.6 Responsibility for Consultants. Architect shall be responsible to Owner in all respects for the proper
performance of Architect’s consultants and to ensure proper and timely payment to consultants. References in this
Agreement to the “fault” or “responsibility” of Architect or problems “caused” by Architect shall be deemed to
include, but not be limited to, Architect’s responsibility to Owner for all negligence, errors, omissions, breaches of
contract, breaches of warranty (express or implied), or other improper conduct of Architect’s consultants.

§ 1.7 Review by Others. Review or approval by Owner, Contractor, their respective agents or others, of Architects
Instruments of Service, design services or contract administration services (or any other products or services under
this Agreement), including but not limited to Owner’s written approval of schematic design documents, design
development documents and construction documents, shall not relieve Architect of its sole liability for any damages
resulting from or arising out of defects or deficiencies in the Instruments or services, except where Owner expressly
directs such defective or deficient Instruments or services and Architect files a written objection thereto.

§ 1.8 Compliance with Laws. Architect shall comply with any and all laws, codes, and regulations applicable to
Architect’s services. Architect shall respond in the design of the Project to requirements imposed by governmental
authorities having jurisdiction over the Project. Architect’s Instruments of Service (and in particular the
Construction Documents produced by Architect) and the Work contemplated thereby (if executed in general
accordance with the Instruments of Service) shall, consistent with the Standard of Care, comply with all applicable
laws, codes, ordinances, rules, regulations, interpretation and requirements of federal, state and local authorities and
agencies which are in effect at the time such Instruments of Service are submitted for action by such governmental
authorities or agencies or which are known to be enacted or placed in effect on or prior to use or occupancy of the
Project. All designs shall provide for adequate construction tolerances to permit construction of the Project in
accordance with the foregoing requirements. To the extent there is any instance of inconsistency between the
applicable foregoing, federal, state or local laws, Architect shall address that instance of inconsistency by designing
the Project to conform to the specific requirements under the foregoing laws that provide the greatest accessibility
for persons with disabilities.

ARTICLE 2 OWNER’S RESPONSIBILITIES


§ 2.1 The Owner and the Architect shall work together to determine requirements for and limitations on the Project,
including a written program which shall set forth the Owner’s objectives, design and construction schedule,
constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment,
systems and site requirements. 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.

§ 2.2 The Owner shall identify a representative authorized to act on the Owner’s behalf with respect to the Project.
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.

§ 2.3 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 other than
those designated in this Agreement, 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 Project.
provided.

§ 2.4 The Owner in its sole discretion shall furnish all legal, insurance and accounting services, including auditing
services, that may be reasonably necessary at any time for the Project to meet the Owner’s needs and interests.

§ 2.5 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or
defect in the Project, including errors, omissions or inconsistencies in the Architect’s Instruments of Service.

AIA Document B102™ – 2007 (formerly B141™ – 1997 Part 1). Copyright © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970,
1974, 1977, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by
U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may 3
result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was
produced by AIA software at 13:50:21 on 10/15/2009 under Order No.9943592030_1 which expires on 09/10/2010, and is not for resale.
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ARTICLE 3 COPYRIGHTS AND LICENSES
§ 3.1 [Intentionally deleted.]

§ 3.2 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 the Project is not to be construed as publication
in derogation of the reserved rights of the Architect and the Architect’s consultants.

§ 3.3 Upon execution of this Agreement, the Architect grants to the Owner a nonexclusive license to use the
Architect’s Instruments of Service solely and exclusively for the Project. The Architect shall obtain similar
nonexclusive licenses from the Architect’s consultants consistent with this Agreement. The license granted under
this section permits the Owner to authorize the Contractor, Subcontractors, Sub-subcontractors, and material or
equipment suppliers, as well as the Owner’s consultants and separate contractors, to reproduce applicable portions of
the Instruments of Service solely and exclusively for use in performing services for the Project. Owner’s license to
use the Instruments of Service shall include any and all uses reasonably deemed necessary by Owner for
development, construction, operation, modification, repair, demolition, and/or sale or lease of the Project. Owner’s
license shall expressly survive any termination by either party (for convenience or cause) and any dispute or claim
of any kind between the parties, including, but not limited to, payment disputes. Owner’s license expressly includes
the right to retain others to complete, modify or further develop the Instruments of Service in the event of any
termination or otherwise.

§ 3.3.1 The Owner, to the extent permitted by law, 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 are directly caused by (1) Owner’s use of the
Instruments of Service on other projects or (2) design errors or omissions occurring in the completion, modification
or further development of the Instruments of Service by others.

§ 3.4 The Owner may assign, delegate, sublicense, pledge or otherwise transfer the license granted herein to another
party under the same terms provided herein, including the indemnity obligations of Section 3.3.1.

ARTICLE 4 CLAIMS AND DISPUTES


§ 4.1 GENERAL
§ 4.1.1 As to acts or omissions of Architect or persons or entities for whose acts or omissions Architect is
responsible, whether occurring prior to or after completion of the Work, the limitation period for filing claims shall
be six (6) years, and the six- (6) year period shall not commence to run and any alleged cause of action shall not be
deemed to have accrued (whether such cause of action involves negligence, strict liability, intentional tort or other
tort, breach of contract, breach of implied or express warranty, or any other legal or equitable theory) unless and
until the claimant is aware of all three of the following: (1) the identity of the party(ies) responsible, (2) the
magnitude of the damage or injury and (3) the cause(s) of the damage or injury. The contractual limitations period
and contractual discovery rule provided herein applies in lieu of any otherwise applicable Oregon statute or case
authority

§ 4.1.2 [Intentionally deleted.]

§ 4.1.3 Each party shall be responsible to the other for damages suffered by the other by virtue of a failure to perform
in accordance with this Agreement.

§ 4.2 MEDIATION
§ 4.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to
mediation as a condition precedent to binding arbitration. If such 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 by mediation or by binding arbitration, except that any
foreclosure suit must be stayed pending the outcome of the mediation and binding arbitration.

§ 4.2.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between
them by mediation. A request for mediation shall be made in writing, delivered to the other party to the Agreement.
AIA Document B102™ – 2007 (formerly B141™ – 1997 Part 1). Copyright © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970,
1974, 1977, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by
U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may 4
result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was
produced by AIA software at 13:50:21 on 10/15/2009 under Order No.9943592030_1 which expires on 09/10/2010, and is not for resale.
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The request may be made concurrently with the filing of a demand for binding arbitration but, in such event,
mediation shall proceed in advance of binding arbitration proceedings, which shall be stayed pending mediation for
a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court
order. If an arbitration proceeding is stayed pursuant to this Section, the parties may nonetheless proceed to the
selection of the arbitrator(s) and agree upon a schedule for later proceedings.

§ 4.2.3 The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the place
where the Project is located, unless another location is mutually agreed upon. Written and executed agreements
reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. If the
parties cannot agree on selection of a mediator, either party may apply to the local state court and the appointed
judge shall select the mediator.

§ 4.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 4.2, the method of binding
dispute resolution shall be at the Owner’s sole option either (1) arbitration pursuant to Section 4.3 of this Agreement
or (2) litigation in a court of competent jurisdiction.
(Check the appropriate box. If the Owner and Architect do not select a method of binding dispute resolution below,
or do not subsequently agree in writing to a binding dispute resolution method other than litigation, the dispute will
be resolved in a court of competent jurisdiction.)

[ «X» ] Arbitration pursuant to Section 4.3 of this Agreement

[« »] Litigation in a court of competent jurisdiction, which, at the Owner’s sole option, shall be either
(1) a judge only (bench) trial or (2) a jury trial.

§ 4.2.5 No Attorney Fees.  Regardless of the method of dispute resolution chosen by Owner, the parties to this
Agreement expressly waive and release any rights either has to recover attorney fees and costs and, expert fees and
costs incurred in connection with any and all disputes or claims of any kind arising out of the Project, including,
without limitation, any rights to recover such fees and costs granted by any federal or state statute, regulation, or
rule, including, but not limited to, lien statutes. This waiver and release applies to any and all claims of any kind,
regardless of legal or equitable theory, and applies to fees and costs incurred before, during and after any mediation,
arbitration, litigation, or court proceeding. Architect shall include an equivalent waiver and release in each of its
consultant agreements on the Project, and shall indemnify, defend, reimburse and hold Owner harmless against any
claims for fees or costs and against any damages resulting from the failure to do so. This paragraph shall not be
interpreted to prohibit recovery of attorney fees as indemnity damages as described in the Indemnity clause(s) of this
Agreement. 

If applicable law prevents either party’s or both parties’ full waiver of attorney fees as provided in the paragraph
above, then the above paragraph shall be inapplicable and the prevailing party in any dispute shall be awarded their
attorney fees and costs and expert fees and costs incurred pre-trial or arbitration, during trial or arbitration, and upon
any appeal, petition for reconsideration and collection proceedings.

§ 4.3 ARBITRATION
§ 4.3.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be decided by
arbitration in the place where the Project is located. The demand for arbitration shall be filed in writing with the
other party to this Agreement. The parties shall mutually select the arbitrator, and the rules applicable to the
arbitration process shall be the Oregon Rules for Civil Procedure Chapter 36. If the parties cannot agree on the
choice of an arbitrator, the parties shall apply to the local state court to appoint an arbitrator. At the Owner’s sole
option, the arbitration may include, by consolidation or joinder or in any other manner, any additional persons or
entities if (1) such persons or entities are materially involved in a common issue of law or fact in dispute and (2)
such persons or entities are either contractually bound to arbitrate or otherwise consent to arbitration.

§ 4.3.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for
mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based
on the claim, dispute or other matter in question would be barred by the applicable limitations period. For period of
limitations purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration
shall constitute the institution of legal or equitable proceedings based on the claim, dispute or other matter in
question.
AIA Document B102™ – 2007 (formerly B141™ – 1997 Part 1). Copyright © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970,
1974, 1977, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by
U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may 5
result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was
produced by AIA software at 13:50:21 on 10/15/2009 under Order No.9943592030_1 which expires on 09/10/2010, and is not for resale.
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§ 4.3.2 [Intentionally deleted.]

§ 4.3.3 [Intentionally deleted.]

§ 4.3.4 CONSOLIDATION OR JOINDER


§ 4.3.4.1 [Intentionally deleted.]

§ 4.3.4.2 [Intentionally deleted.]

§ 4.3.4.3 [Intentionally deleted.]

ARTICLE 5 TERMINATION OR SUSPENSION


§ 5.1 [Intentionally deleted.]

§ 5.2 Owner may suspend the Project at any time for any reason. If the Owner suspends the Project for more than 30
consecutive days, the Architect shall be compensated for services performed prior to notice of such suspension
provided compensation is otherwise due under this Agreement. When the Project is resumed, the Architect shall be
compensated for reasonable and unavoidable expenses incurred in the interruption and resumption of the Architect’s
services. The Architect’s fees for the remaining services and the Schedule shall be equitably adjusted.

§ 5.3 If the Owner suspends the Project for more than 180 cumulative days for reasons other than the fault of the
Architect, the Architect may terminate this Agreement by giving not less than seven days’ written notice.

§ 5.4 Either party may terminate this Agreement for cause upon not less than fourteen (14) days’ written notice
should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault
of the party initiating the termination.

.1 Upon termination for cause by Owner, Architect shall not be entitled to receive any further payment
until the work of the Contractor (the “Work”) has reached completion. On completion of the Work, a
determination shall be made by Owner of the total amount Architect would have been entitled to
receive for the Work, under the terms of the Agreement, had Architect completed the Work. If the
expense incurred by Owner exceeds the unpaid balance, the amount of the excess shall be paid to
Owner by Architect. If the expense incurred by Owner is less than the unpaid balance, Architect shall
be paid for services rendered prior to termination up to the amount of the difference between the
unpaid balance and Owner’s completion costs. If Architect does not agree with Owner’s
determination, Architect may bring a claim pursuant to the dispute resolution provisions herein. In no
event shall Architect be entitled to Termination Expenses or compensation of any kind, including, but
not limited to, profit, markup or overhead for unperformed services, or for alleged damages to
reputation, for interference with contractual relations, or for consequential damages on this or other
projects.

.2 If Owner’s termination for cause is determined through legal proceedings to be unjustified, then the
termination for cause shall automatically convert to a termination for convenience, in which case
Architect’s damages will be as provided in Clauses 5.6 and 5.7.

§ 5.5 The Owner may terminate this Agreement upon not less than seven days’ written notice to the Architect for the
Owner’s convenience and without cause.

§ 5.6 In the event of termination for convenience, the Architect shall be compensated for services performed prior to
termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Section 5.7,
subject to any offsets, deductions or withholdings by Owner for damages caused or anticipated to be caused by
Architect.

§ 5.7 Termination Expenses are in addition to compensation for the Architect’s services and include reasonable and
unavoidable expenses directly attributable to termination for which the Architect is not otherwise compensated.
Architect shall in no case be entitled to compensation, including, but not limited to profit, markup or overhead for
AIA Document B102™ – 2007 (formerly B141™ – 1997 Part 1). Copyright © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970,
1974, 1977, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by
U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may 6
result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was
produced by AIA software at 13:50:21 on 10/15/2009 under Order No.9943592030_1 which expires on 09/10/2010, and is not for resale.
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unperformed services, for alleged damages to reputation, for interference with contractual relations, or for
consequential damages on this or other projects.

§ 5.8 Upon termination by either party for any reason, Architect shall, at the election of Owner, assign any and all
consultant contracts to Owner or Owner’s designee.

ARTICLE 6 COMPENSATION
§ 6.1 The Owner shall compensate the Architect for services described in Section 1.1 as set forth below, or in the
attached exhibit or scope document incorporated into this Agreement in Section 9.2.
(Insert amount of, or basis for, compensation or indicate the exhibit or scope document in which compensation is
provided for.)

See Exhibit E, Architect Compensation (TO BE DETERMINED)

§ 6.2 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 the Project, as follows:
.1 Transportation and authorized out-of-town travel and subsistence if approved by Owner in advance in
writing;
.2 Long distance services, dedicated data and communication services, teleconferences, Project Web
sites, and extranets;
.3 Fees paid for securing approval of authorities having jurisdiction over the Project;
.4 Printing, reproductions, plots, standard form documents;
.5 Postage, handling and delivery;
.6 Expense of overtime work requiring higher than regular rates, if authorized in advance in writing by
the Owner (but this item shall not be subject to mark-up);
.7 Renderings, models, mock-ups, professional photography, and presentation materials requested by
the Owner;
.8 If approved by Owner in advance in writing, Architect’s Consultant’s expense of professional
liability insurance dedicated exclusively to this Project, or the expense of additional insurance
coverage or limits if the Owner requests such insurance in excess of that normally carried by the
Architect’s consultants (but this item shall not be subject to mark-up);
.9 All taxes levied on professional services and on reimbursable expenses (but this item shall not be
subject to mark-up);
.10 Site office expenses if approved in advance in writing by Owner; and
.11 Other similar Project-related expenditures if approved in advance in writing by Owner.

§ 6.2.1 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the
Architect’s consultants plus an administrative mark-up fee of five percent (5%) of the expenses incurred except as
otherwise noted in Section 6.2.

§ 6.3 COMPENSATION FOR USE OF ARCHITECT’S INSTRUMENTS OF SERVICE


[Intentionally deleted.]

§ 6.4 PAYMENTS TO THE ARCHITECT


§ 6.4.1 [Intentionally deleted.]

§ 6.4.2 Payments for services shall be made according to the schedule provided in Exhibit E. Payments are due and
payable only after presentation of a proper Architect’s invoice. Amounts unpaid sixty (60) days after the due date in
Exhibit E 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.)

Five percent (5%) per annum simple interest.

§ 6.4.3 Owner reserves the right to assess offsets, deductions or withholdings against payments otherwise due
Architect to the extent of damages caused or anticipated to be caused by Architect. Owner shall provide a written
explanation of any such offsets, deductions or withholdings.
AIA Document B102™ – 2007 (formerly B141™ – 1997 Part 1). Copyright © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970,
1974, 1977, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by
U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may 7
result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was
produced by AIA software at 13:50:21 on 10/15/2009 under Order No.9943592030_1 which expires on 09/10/2010, and is not for resale.
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§ 6.4.4 Records of Reimbursable Expenses and services performed on the basis of hourly rates shall be included with
each invoice.

§ 6.4.5 It is specifically understood and agreed that no additional, changed or different services or reimbursables
shall be allowed or compensated to Architect or its consultants unless prior written approval is given by Owner for
the specific services and reimbursables at issue.

§ 6.4.6 Any services or reimbursable expenses not billed by Architect within sixty (60) days following their rendition
or date of incurrence are expressly waived by Architect.

ARTICLE 7 MISCELLANEOUS PROVISIONS


§ 7.1 This Agreement shall be governed by the law of the place where the Project is located, except that if the parties
have selected arbitration as the method of binding dispute resolution, the Oregon Rules for Civil Procedure Chapter
36 shall govern Section 4.3.

§ 7.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201–2007, General
Conditions of the Contract for Construction.

§ 7.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns and legal
representatives to this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the
written consent of the other.

§ 7.4 [Intentionally deleted]

§ 7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of
a third party against either the Owner or Architect.

§ 7.6 Unless otherwise required in this 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, except to the extent caused or exacerbated by Architect. Architect must give immediate
written notice to Owner if Architect observes any hazardous materials or toxic substances in any form.

§ 7.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project
among the Architect’s promotional and professional materials but only with Owner’s prior written consent. The
Architect shall be given reasonable access to the completed Project to make such approved representations.
However, the Architect’s materials shall not include the Owner’s confidential or proprietary information.

§ 7.8 If the Architect or Owner receives information specifically designated by the other party as “confidential” or
“business proprietary,” the receiving party shall keep such information strictly confidential and shall not disclose it
to any other person except to (1) its employees, (2) those who need to know the content of such information in order
to perform services or construction solely and exclusively for the Project, or (3) its consultants and contractors
whose contracts include similar restrictions on the use of confidential information, or (4) as required by any court or
arbitrator, or by operation of law.

§ 7.9 Severability. If any clause or provision of this Agreement is illegal, invalid, or unenforceable under present or
future laws, then it is the intention of the parties that the remainder of this Agreement shall not be affected, and that
in lieu of each clause or provision of this Agreement that is illegal, invalid or unenforceable, there be added as part
of this Agreement a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or
provision as may be legal, valid and enforceable.

§ 7.10 Offset. Any amounts otherwise due and owing to Architect under this Agreement are subject to Owner’s right
to offset any claims for costs, expenses or damages Owner has against Architect or any affiliated or related entity of
Architect with common ownership, whether arising under this Agreement or other agreements on other projects.

§ 7.11 Indemnification. Architect agrees to indemnify, defend, reimburse and hold harmless Owner, its partners,
owners, members, officers, employees and agents (the “Indemnified Parties”) from any and all threatened, alleged or
AIA Document B102™ – 2007 (formerly B141™ – 1997 Part 1). Copyright © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970,
1974, 1977, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by
U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may 8
result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was
produced by AIA software at 13:50:21 on 10/15/2009 under Order No.9943592030_1 which expires on 09/10/2010, and is not for resale.
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actual claims, suits, allegations, damages, liabilities, costs, expenses, losses and judgments, including, but not
limited to, those which relate to personal or real property damage (including to the Project itself or otherwise),
personal injury or death, attorney and expert/consultant fees and costs, and both economic and non-economic losses,
to the extent caused by the negligence, breach of contract, breach of warranty (express or implied), or other
improper conduct of Architect, its employees, consultants, or anyone for whose acts Architect is responsible.
Payment to a third party by an Indemnified Party shall not be a condition precedent to enforcing such party’s rights
under this paragraph. The obligations set forth in this paragraph shall apply both during the term of this Agreement
(or Architect’s performance thereof) and until such time as action against the Indemnified Parties on account of any
matter covered by this Subparagraph is barred by the applicable period of limitations. If claims are asserted against
any Indemnified Party by an employee of the Architect, a consultant, anyone directly or indirectly employed by
them, or anyone for whose acts they may be liable, the Architect’s indemnification obligation and other obligations
under this section shall not be limited by any limitation on the amount or type of damages, compensation, or benefits
payable to the employee by or for the Architect or consultant under workers’ compensation acts, disability benefit
acts, or other employee benefit acts.

§ 7.12 Survival of Terms. All obligations created by this Agreement survive suspension or termination of the
Agreement and completion of the Project; provided, however, that the obligations to perform the Work or pay for
the Work shall not apply to the extent all or any portion of the Work is terminated. Provisions which expressly
survive suspension, termination or completion include, but are not limited to, those relating to warranties,
guaranties, indemnity, insurance, and dispute resolution.

ARTICLE 8 SPECIAL TERMS AND CONDITIONS


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

§ 8.1 LEED. Architect acknowledges that the Owner has mandated that the Project will achieve at least a “Gold”
LEED® rating unless the Owner deems this is not practical within the Project budget. Architect’s responsibilities
regarding LEED certification are provided in Exhibit B: Scope of Architect Services.

ARTICLE 9 SCOPE OF THE AGREEMENT


§ 9.1 This 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 Agreement may be
amended only by written instrument signed by both Owner and Architect. Architect’s proposal and/or any other
special terms or conditions proposed by Architect (including, but not limited to, any limitations of liability or
disclaimers of liability) shall expressly not be part of this Agreement and shall not otherwise apply to the Project
even if such terms and conditions are attached as an exhibit or otherwise. Any inconsistency between this
Agreement and any attachments shall be resolved in favor of this Agreement, which means that, in the case of
limitations and disclosures, no such limitations or disclaimers shall be allowed.

§ 9.2 This Agreement is comprised of the following documents listed below:


.1 AIA Document B102–2007, Standard Form Agreement Between Owner and Architect, as modified.
.2 AIA Document B201–2007, Standard Form of Architect’s Services, as modified.
.3 AIA Document A201-2007, General Conditions of the Contract for Construction, as modified.
.4 Other documents:
(List other documents, including the Architect’s scope of services document, hereby incorporated into
the Agreement.)

Exhibit A: Initial Information (DRAFT)


Exhibit B: Scope of Architect Services (DRAFT)
Exhibit C: Multnomah County Service Standards
Exhibit D: Architect and Subconsultant Insurance Requirements (DRAFT)
Exhibit E: Architect Compensation (TO BE DETERMINED)
Exhibit F: Schedule of Architect’s Deliverables (TO BE DETERMINED)

AIA Document B102™ – 2007 (formerly B141™ – 1997 Part 1). Copyright © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970,
1974, 1977, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by
U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may 9
result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was
produced by AIA software at 13:50:21 on 10/15/2009 under Order No.9943592030_1 which expires on 09/10/2010, and is not for resale.
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This Agreement entered into as of the day and year first written above.

OWNER ARCHITECT
MULTNOMAH COUNTY, OREGON TO BE DETERMINED
(Signature) (Signature)

(Printed name and title) (Printed name and title)

AIA Document B102™ – 2007 (formerly B141™ – 1997 Part 1). Copyright © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970,
1974, 1977, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by
U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may 10
result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was
produced by AIA software at 13:50:21 on 10/15/2009 under Order No.9943592030_1 which expires on 09/10/2010, and is not for resale.
User Notes: Error! Unknown document property name. (928414263)