This Architecture Design Contract (this “Agreement”) is entered into as of [ENTER EFFECTIVE DATE] (the “Effective Date”) by and between: [ENTER ARCHITECT NAME] (hereinafter “Architect”), located at [ENTER ADDRESS] and [ENTER CLIENT NAME] (hereinafter “Client”), located at [ENTER CLIENT ADDRESS] (collectively referred to herein as the “Parties,” and individually as a “Party”).

WHEREAS, Client intends to build a [ENTER DESCRIPTION] to be located at [ENTER ADDRESS], hereinafter called the “Project”; and

WHEREAS, Client desires to utilize the services of Architect in rendering the architectural design of the Project and Architect agrees to provide such services in accordance with the terms contained herein.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set out herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. SCOPE OF SERVICES.

The Architect shall provide the following services (collectively the “Services”):

1.1 SDP.

Site development planning (“SDP”) of the grounds of the building, including other concomitant structures within the Project site, as may be determined by Clien

1.2 DA&E.

Basic Detailed Architectural and Engineering (“DA&E”) Design of the Project to be located at [ENTER ADDRESS].

2. ARCHITECT’S BASIC SERVICES.

2.1 Project Definition Phase.

This phase shall involve the definition of the requirements of the Project by Client. The Architect shall inform Client of the technical requirements of the Project and the professional fees associated with the Project. In this phase, Architect shall:

i. Consult with Client to ascertain the conceptual framework and related requirements of the Project and confirm such requirements with Client;
ii. Gather relevant information and data leading to the definition of the requirements of the Project, including the scope of the Architect’s Services; and
iii. Prepare an initial statement of probable construction cost.

2.2 Schematic Design Phase.

This phase shall consist of the preparation of schematic design studies derived from the Project Definition Phase, leading to conceptual plans. The Architect shall:

i. Evaluate Client’s program, schedule, budget, Project site and proposes methods of Project deliveries;
ii. Prepare the initial line drawings representing design studies leading to a recommended solution, including a general description of the Project for approval by Client; and
iii. Submit to Client a Statement of Probably Project Construction Cost (“SPPCC”) based on current cost parameters.

2.3 Design Development Phase.

Based on approved schematics and conceptual plans, Architect shall prepare:

i. The Design Development documents consisting of plans, elevations, sections and other drawings;
ii. The outline specifications to fix and illustrate the size and character of the entire Project as to the type of materials, type of structural, electrical, mechanical, sanitary, electronic and communications systems;
iii. The diagrammatic layout of the construction systems; and
iv. An updated SPPCC for submission to Client.

2.4 Contract Document Phase.

Based on the approved Design Development Documents, Architect shall:

i. Prepare the complete Contract Documents consisting of detailed designs and construction drawings, setting forth in detail the work required for the architectural, structural, electrical, plumbing/sanitary, mechanical, electronic and communication works prepared by the Architect and by the other state-regulated building professionals involved (if any);
ii. Prepare the technical specifications describing type and quality of materials, finish, manner of construction and the general conditions under which the Project is to be constructed;
iii. Submit to Client [ENTER NUMBER] sets of all construction drawings and technical specifications for purposes of obtaining a building permit;
iv. Update the SPPCC based on changes in scope, requirements or market conditions.

3. ARCHITECT’S FEES.

3.1 Fees.

Client agrees to pay Architect for the Services, a fee of [ENTER FEE AMOUNT] (the “Basic Fee”), with other payments and reimbursements hereinafter provided. Client shall pay any by Architect to Client within ten (10) days of receipt. Client shall pay interest on all late payments, calculated daily and compounded monthly, at the lesser of the rate of ten percent (10%) or the highest rate permissible under applicable law. All such payment shall be paid via [ENTER PAYMENT METHOD].

3.2 Payments.

Payments to Architect shall be made by Client as follows:

i. Twenty-Five Percent (25%) of the Basic Fee or [ENTER FEE AMOUNT] upon the signing of this Agreement.
ii. Upon completion of the Schematic Design Services, but not more than fifteen (15) days after the submission of the Schematic Design to Client, a sum equal to Twenty-Five Percent (25%) of the Basic Fee.
iii. Upon completion of the Design Development Services, but not more than fifteen (15) days after submission of the Design Development documents to Client, a sum equal to Twenty-Five Percent (25%) of the Basic Fee.
iv. Upon completion of the Contract Documents Services, but not more than fifteen (15) days after submission of the Contract Documents to Client, a sum equal to Twenty-Five Percent (25%) of the Basic Fee.

4. CLIENT’S RESPONSIBILITIES.

Client shall undertake the following acts:

a. Provide full information as to Client’s requirements for the Project;
b. When necessary, designate a representative authorized to act on Client’s behalf;
c. Promptly examine and render decisions pertaining to documents submitted by Architect to avoid unreasonable delay in the progress of Architect’s work;
d. Furnish or direct the Architect to obtain, at Client’s expense, a certified survey of the site, as may be required, topographical and/or relocation surveys covering grades and lines of streets, alleys, easements, encroachments and related information, boundaries, with dimensions and complete data pertaining to existing buildings, structures, trees, plants, water bodies, wells, excavations/pits, etc. and other improvements and full information as to the available utility/service lines both public and private; zoning compliances, clearances, deed/s of restrictions, encumbrances and annotations to titles, association guidelines and standards.
e. On guidelines and standards, and soil investigations/tests and test pits necessary for determining soil and subsoil conditions;
f. Promptly pay for architectural and all other engineering and/or other services required for the Project;
g. Arrange and pay for such legal, auditing, insurance, counseling and/or other services as may be required for the Project;
h. Pay for all reimbursable expenses incurred in the Project;
i. If Client observes or otherwise becomes aware of anything that may impair the successful implementation of the Project, Client must give prompt written notice to Architect.

5. OTHER EXPENSES CHARGEABLE TO OWNER.

a. Where Architect has to render additional services, additional compensation shall be required.
b. Scale Models. Costs for these services are to be paid for separately by Client and shall be subject to a coordination fee payable to Architect.
c. Per Diem & Traveling Expenses. If applicable, a per diem plus traveling and living expenses shall be chargeable to Client whenever Architect or Architect’s duly authorized representative is required to perform services at a locality beyond one hundred (100) miles from Architect’s established office.
d. Changes Ordered by Client. If Architect renders additional services due to changes ordered by Client after approval of Architect’s outputs, Client shall pay Architect for the extra time, resources/drafting or other office expenses incurred.
e. Work Suspended or Abandoned. If the work of Architect is abandoned or suspended in whole or in part, Client shall pay Architect for the services rendered corresponding to the amount due at the stage of suspension or abandonment of the Services.

6. ESTIMATES.

Any SPPCC or any Cost Estimate submitted by Architect can attain only a certain degree of accuracy. As Architect has no control over the cost of labor and materials, or the many factors that go into competitive bidding, Architect does not assume any professional responsibility for such cost estimates.

7. OWNERSHIP OF THE ARCHITECTURAL DOCUMENTS.

All designs, drawings, models, specifications and other contract documents and copies thereof, prepared, duly signed, stamped and sealed and furnished as instruments of service, are the intellectual property and documents of Architect, whether the work for which they were made is executed or not, and are not to be reproduced or used on other work except with a written agreement with Architect.

8. DISCLAIMER OF WARRANTIES.

Notwithstanding anything to the contrary in this Agreement, Architect makes no warranties and disclaims all warranties, express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose with respect to the Services to the extent permitted by applicable law. Consultant makes no representations and/or warranties as to the success of the Services for any purpose or use. Past results are in no way a guarantee of results for any current client of the Consultant. Client hereby disclaims that it is relying upon or has relied upon any representation and/or warranty not included in this Agreement that may have been made by any person, and acknowledges and agrees that Consultant disclaims any such other representations and/or warranties.

9. INDEPENDENT CONTRACTOR STATUS.

Architect is an independent contractor with respect to its relationship to Client. Neither Architect nor Architect’s employees and/or contractors are or shall be deemed for any purpose to be employees or contractors of Client. Client shall not be responsible to Architect, Architect’s employees and/or contractors, or any governing body for any payroll taxes related to the performance of the Services.

10. GOVERNING LAW.

This Agreement shall be governed by the laws of the State of [ENTER STATE].

11. ARBITRATION.

Any dispute or claim that arises out of or relates to this Agreement, or that relates to the breach of this Agreement or that arises out of or that is based upon this Agreement shall be resolved by arbitration in accordance with the then effective arbitration rules of (and by filing a claim with) the American Arbitration Association (“AAA”), and judgment upon the award rendered pursuant to such arbitration may be entered in any court having jurisdiction thereof. Any such arbitration proceedings shall solely be conducted in [ENTER APPLICABLE COUNTY] County, State of [ENTER STATE].

12. ATTORNEYS’ FEES.

In the event Client defaults in the performance of any of the terms, covenants, agreements or conditions of this Agreement, and Architect seeks to enforce all or any part of this Agreement, Client agrees to pay Architect’s reasonable attorney's fees.

13. LIMITATION OF LIABILITY.

Under no circumstances shall Architect be liable to Client or any third party for indirect, incidental, consequential, special and/or exemplary damages arising from the Services herein contemplated or any provision of this Agreement, such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery, or liabilities to third parties arising from any source. The maximum aggregate liability of Architect to Client arising out of or in connection with this Agreement shall not exceed the amount of any fees paid by Client to Architect for the Services described herein. For purposes of this section, “fees” does not include any payments made by Client to thirty-party servicers in connection with the Services provided by Architect.

14. INDEMNITY.

Client agrees to defend, indemnify, and hold harmless Architect and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third-party claims, demands, liabilities, costs and expenses, including reasonable attorneys’ fees, costs and expenses resulting from Client’s material breach of any duty, representation and/or warranty under this Agreement.

15. SEVERABILITY CLAUSE.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.

16. NON-DISPARAGEMENT COVENANT.

The Parties agree they, nor any of their respective agents, will in any way publicly disparage, call into disrepute, defame, slander and/or otherwise criticize the other Party and/or the other Party’s subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents or representatives, or any of the other Party’s products and/or services, in any manner that would damage the business or reputation of the other Party, its products and/or services or its subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents or representatives.

17. COMPLETE AGREEMENT & AMENDMENT.

This Agreement supersedes all prior agreements and understandings between the Parties for performance of the Services and constitutes the complete agreement and understanding between the Parties. The Parties may only amend this Agreement in a written document signed by both Parties.

THE PARTIES HERETO AGREE TO THE FOREGOING AS EVIDENCED BY THEIR SIGNATURES BELOW.