(This paragraph [entitled "Statement of Architect-Engineer Services" of the clause entitled "Statement of Work"] shall be modified if necessary to omit inappropriate matter, or to adapt it to particular circumstances. More detailed requirements, applying security, safety, and other policy standards to the preparation of drawings and specifications, may be incorporated in an appendix to the contract.)

(NOTE: This form of contract provides for completion of the architect-engineer services "within the shortest reasonable time." The form may be modified to provide for completion of separable parts of the work at different times. Modifications of this character will require corresponding modifications of the default provisions of the clause entitled "Termination.")

TITLE I-PRELIMINARY SERVICES

(1) Conduct or arrange for, by subcontract or otherwise as approved by the Contracting Officer, and supervise all necessary topographical and other field surveys, the

preparation of maps, and necessary test borings and other subsurface investigations.

(2) Consult and collaborate with the Commission or its designee to determine the requirements which will govern the design of the project and to establish architectural and engineering criteria for such design.

(3) Conduct preliminary studies, and prepare preliminary sketches, drawings, layout plans, outline specifications and reports, showing features and characteristics of the design proposed to meet the Commission's requirements. If more than three studies, including sketches, drawings, plans, outline specifications, or documents are required because of changes initiated by the Commission, an equitable adjustment in the lumpsum compensation will be made in accordance with provisions of the changes article.

(4) The drawings, plans, and outline specifications and documents shall be prepared in such form and furnished in such quantity as directed by the Commission.

(Specific quantities of the drawings, plans, outline specifications, and documents should be indicated here or elsewhere in the contract.)

(5) Prepare preliminary estimates of cost and time schedules for (1) completion of the design and working drawings and specifications, and (ii) construction.

(6) Prepare preliminary estimates of material quantities required for construction.

TITLE II-DESIGN SERVICES

(1) Upon approval by the Commission of preliminary plans and estimates, undertake the design of the construction project.

(2) Undertake restudy and redesign work due to minor deviations from the approved preliminary work as may be required by the Commission.

(3) Prepare and revise, for the approval of the Commission, and furnish complete sets of contract bidding documents including. working drawings, details and specifications for construction, in such form and quantity and including such provisions as may be required by law or the directions of the Commission.

(Specific quantities of drawings and specifications should be indicated here, or elsewhere in the contract.)

(4) Prepare, or when directed by the Commission participate with others in the preparation of, a detailed estimate of the cost of a construction based on the approved design and working drawings and specifications.

(5) Assist the Commission and its designees in securing, analyzing, and evaluating construction bids or proposals.

(6) When requested, consult with and advise the Commission on any questions which may arise in connection with the architect-engineer services described in this

Contract.

TITLE III-SUPERVISION OF CONSTRUCTION

(1) Furnish and maintain governing lines and bench marks to provide horizontal and vertical controls to which construction may be referred.

(2) Check and approve, or require revision of, all vendors' shop drawings to assure conformity with the approved design and working drawings and specifications.

(3) Inspect the execution of construction SO as to assure adherence to approved working drawings and specifications.

(4) Inspect construction workmanship and materials, and equipment, and report to the Commission as to their conformity or nonconformity to the approved working drawings and specifications.

(5) Make or procure such field or laboratory tests of construction workmanship and materials, and equipment, as the Commission may require or approve.

(6) Prepare estimates of reasonable amounts of increase or decrease in Contract price and/or Contract completion time for contract modifications, evaluate proposals submitted by the constructor for such contract adjustments and make recommendations to the Contracting Officer for use in negotiating.

(7) Prepare reports and make recommendations on status of deliveries of materials and equipment as the Commission may require or approve.

(8) Prepare monthly and other reports of the progress of construction, as may be required, and partial, interim and final estimates and reports of quantities and values of construction work performed, for payment or other purposes.

----

(9) Furnish set(s) of reproducible "as-built" record drawings of the type specified by the Commission and set(s) of marked-up specifications, showing construction as actually accomplished.

Article III-Drawings, designs, specifications. Insert contract clause set forth in AECPR 9-7.5006-13.

Article IV-Changes. The Contracting Officer may at any time issue written directions requiring additional work or directing the omission of or variations in work covered by this Contract and within the general scope thereof. If any such direction results in a change in the amount of character of the work covered by the lump-sum compensation provided for herein, an equitable adjustment in such compensation shall be made and the contract modified in writing accordingly. Any claim of the Contractor for adjustment under this article must be asserted in writing within 30 days from the date of receipt by the Contractor of the notification of change. Provided, however, that the Contracting Officer, if he determines that the facts justify such action, may receive and consider, and adjust any such claim asserted at any time prior to the date of final settlement of the Contract. If the

parties fail to agree upon the adjustment to be made the dispute shall be determined as provided in the article entitled "Disputes." Nothing provided in this clause shall excuse the Contractor from proceeding with the prosecution of the work as changed. Except as otherwise herein provided, no charge for any extra work or material will be allowed. Article V-Payment.

(a) Lump-sum compensation. The Contractor shall be paid the lump sum of $___. which shall constitute full compensation for all services and materials furnished under this Contract except for the costs hereinafter specified in the paragraph entitled "Reimbursement for Certain Costs."

(b) Reimbursement for certain costs. The Contractor shall be entitled, in addition to payment of the lump sum hereinbefore provided for, to reimbursement for the following costs to the extent approved by the Contracting Officer, but not to exceed a total of $-

(1) The actual costs of labor, materials, and equipment use and traveling expenses, and approved subcontracts and transportation of things, required for topographical and other field surveys, the preparation of maps, and test borings and other subsurface investigations under this Contract.

(2) The actual costs of labor, and materials and equipment use and traveling expenses for the resident engineer in charge, field engineers and inspectors, part-time inspectors from the home or branch office, and the supporting Field Office force as required at the site of the construction project for inspection of construction;

(3) The actual costs of labor and materials and traveling expenses for expediting or inspecting material and equipment, and checking or expediting shop drawings at vendors' plants;

(4) The actual cost of on-site transportation for services listed in (1) through (3) above;

(5) The actual costs of labor, materials, and equipment use, or an allowance in lieu of such actual cost at a rate or rates approved in advance by the Contracting Officer, for copies in excess of twenty of prints of drawings, specifications, invitations for bid, or other related documents, and revisions thereto, which are reproduced after Title II design is approved by the Commission and which are for use by the Commission and its construction contractors. (This does not include "as-built" record drawings and specifications as required under Title III services.)

(6) Compensation paid for such outside expert technical assistance, including the services of materials testing laboratories, as is approved in writing by the Contracting Officer in connection with the performance of any of the work under this Contract; and (7) expenses of such travel of the Contractor's responsible supervising representative that might be required in addition to

the normal supervision furnished under the fee or specified in the Contract.

(NOTE A: If some payments are to be made either on the basis of actual costs or negotiated rates (e.g. a fixed amount per man-day), a limit to the total amount that may be so paid without a modification to the contract should be provided in the payment article for control purposes.)

(NOTE B: Include other items listed under AECPR 9-3.403-50 that are applicable. Until this part is issued, use AEC Manual Chapter 9203-0410.)

(NOTE C: Include the definitions for "labor cost" and "traveling expenses" as set forth in AECPR 9-3.403-50(f). Until this part is issued, use AEC Manual Chapter 9203-0410.)

(c) Partial Payments on Account of LumpSum Compensation. Ninety (90) percent of the lump-sum compensation shall become due and payable in monthly installments in amounts based on the proportion of the work then completed, as determined by the Contracting Officer, and the balance upon completion and acceptance of all work under this Contract.

(d) Reimbursement Payments. (1) Payments for costs which are reimbursable under the provisions of the paragraph entitled "Reimbursement for Certain Costs" shall be made to the Contractor at intervals stipulated by the Contractor and the Contracting Officer and upon completion and acceptance of the work under this Contract.

(2) Notwithstanding any other provision of this Contract, when the amount for which the Contractor shall be entitled to reimbursement equals the maximum amount the Government has agreed to reimburse the Contractor under this Contract and any modification thereto, the Contractor shall not be expected or required to incur further expenses or obligations under paragraph (b) of this Article unless and until the Government first increases the maximum amount stipulated in paragraph (b) by appropriate modification thereof, nor shall the Government be obligated to reimburse the Contractor for expenses beyond that amount.

(e) Final payment. Upon completion of the work and its acceptance by the Government, and upon the furnishing by the Contractor of a release, in such form and with such exceptions as may be approved by the Contracting Officer, of all claims against the Government under or arising out of this Contract, the Government shall promptly pay to the Contractor the unpaid balance of the lump-sum compensation and reimbursable costs less (i) deductions due under the terms of this Contract, and (ii) any sum required to settle any unsettled claim which the Government may have against the Contractor in connection with this Contract.

(f) Supporting documents. Claims for payment shall be accompanied by such supporting documents and justifications as the Contracting Officer shall prescribe.

(g) Records and accounts relating to reimbursable costs-Inspection and audit. The Contractor agrees to keep books of account, records, documents, and other evidence bearing on costs which are reimbursable under the provisions of the paragraph entitled "Reimbursement for Certain Costs." The method of accounting employed by the Contractor with reference to such costs shall be subject to the approval of the Commission, but no material change shall be required therein if it conforms to generally accepted accounting practice. All such books of account, records, documents, and other evidence relating to such reimbursable costs shall be subject to inspection and audit by the Commission at all reasonable times, and the Contractor shall afford the Commission proper facilities for such inspection and audit. Subject to such other disposition as may be agreed upon by the Contractor and the Commission, the Contractor shall, for a period of six (6) years after completion or termination of this Contract, preserve such of the books of account, records, documents, and other evidence relating to reimbursable costs as are not furnished by the Contractor to the Government in support of payments under the Contract.

Article VI-Examination of records. Insert contract clause as set forth in AECPR 9-7.5004-10.

Insert

Article VII-State and local taxes. contract clause as set forth in FPR 1-11.401-1. Article VIII-Assignment. Insert contract clause set forth in AECPR 9-7.5004-7.

The

Article IX-Responsibility for design and working drawings and specifications. granting of approvals by the Commission under the paragraph entitled "Statement of Architect-Engineer Services" of the clause entitled "Statement of Work" shall not affect the responsibility of the Contractor for the design, nor for the correctness of working drawings and specifications.

Article X-Subcontracts. The Contractor shall not enter into any contractual commitment to a third party which involves the performance in whole or in part of a specific part of the work described in paragraph entitled "Statement of Architect-Engineer Services" in the article entitled "Statement of Work" without the written approval of the Contracting Officer. However, this article is not applicable to a contract of employment.

Article XI-Contractor's organization. Insert contract clause set forth in AECPR 9-7.5006-6.

(NOTE: For off-site-architect-engineer contracts, substitute the following for paragraph (b):

"A competent supervising representative of the Contractor satisfactory to the Contracting Officer shall be in charge of the work at all times.")

Article XII-Key personnel. Insert contract clause set forth in AECPR 9-7.5006-15.

NOTE: The patent clause should not be departed from except on the advice of the Field Patent Group, or in the absence of such Group, on the advice of the Office of the Assistant General Counsel for Patents. In each case it will be necessary to determine whether or not it will be appropriate to add the indemnity clause, with or without modifications. NOTE: The Patent Indemity Clause is Clause 15 of Standard Form 23A. modifications to this indemnity clause see Note "A" under Article XIX, Patent Indemnity, AECPR 9-16.5002-4.

For

Article XIV-Security. Insert contract clause set forth in AECPR 9-7.5004-11.

(NOTE: The security clause includes a paragraph to the effect that the Contractor agrees to conform to all security regulations and requirements of the AEC. To the maximum extent feasible, specific security regulations and requirements, which are not expressly set forth in the security clause but to which the Contractor may become subject under the paragraph referred to above, shall either be set forth or incorporated by reference in an appendix to the Contract.)

Article XV-Disputes. Insert contract clause set forth in FPR 1-7.101-12.

Article XVI-Labor.

(a) Contract Work Hours Standards ActOvertime Compensation. Insert contract clause set forth in FPR 1-12.303.

(b) Equal opportunity. Insert contract clause set forth in FPR 1-7.101-18.

(c) Convict labor. Insert contract clause set forth in FPR 1-12.203.

Article XVII-Convenant against contingent fees. Insert contract clause set forth in FPR 1-1.503.

Article XVIII-Officials not to benefit. Insert contract clause set forth in FPR 1-7.101-19.

Article XIX-Safety, health, and fire protection. Insert contract clause set forth in AECPR 9-7.5004-8.

Article XX-Permits. Insert contract clause set forth in AECPR 9-7.5004-9.

Article XXI-Termination.

(a) Notice of termination for default or convenience. The Contracting Officer may at any time terminate performance of the work under this Contract in whole or in part for the default of the Contractor, or in whole or from time to time in part for the convenience of the Government, by written notice to the Contractor stating the ground for termination. Such termination shall be effective in the manner and upon the date specified in said notice and shall be without prejudice to any claims which the Government may have against the Contractor. Upon receipt of such

notice, the Contractor shall, unless the notice directs otherwise, immediately discontinue all work and the placing of all orders for materials, facilities and supplies in connection with performance of this Contract and shall proceed to cancel promptly all existing orders and terminate all subcontracts insofar as such orders or subcontracts are chargeable to this Contract.

(b) Termination for default. The performance of the work may be terminated for default if the Contractor refuses or fails to prosecute the work, or any separable part thereof, with such diligence as will insure its completion within a reasonable time: Provided, that the performance of the work shall not be terminated for default because of any delays in the completion of work due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God, or of the public enemy, acts the Government in either its sovereign or contractual capacity, acts of another contractor in the performance of a contract with the Government, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather or delays of subcontractors or suppliers arising from unforseeable causes beyond the control and without the fault or negligence of both the contractor and subcontractors or suppliers, if the Contractor shall within ten (10) days from the beginning of any such delay (unless the Contracting Officer shall grant a further period of time prior to the date of final settlement of the Contract) notify the Contracting Officer in writing of the causes of delay, who shall ascertain the facts and the extent of the delay and extend the time for completing the work when in his judgment the findings of fact justify such an extension, and his findings of fact thereon shall be final and conclusive on the parties hereto, subject only to appeal by the Contractor to the Commission in accordance with the article entitled "Disputes."

(c) Liability for excess costs on default. If performance of the work under this Contract is terminated for the default of the Contractor, the Government may complete or employ any other person or persons to complete the work, and the Contractor shall be liable to the Government for any excess cost occasioned the Government thereby.

(d) Other remedies. The rights and remedies of the Government provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

(e) Termination and settlement for the convenience of the Government. If performance of work is terminated for the convenience of the Government, and equitable downward adjustment in the Contract price resulting in a revised price that compensates the Contractor fairly under all the circumstances for work performed under

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the Contract (except services and materials the cost of which are, and shall continue to be reimbursable under the article of this Contract entitled "Payment") shall be established in accordance with the agreement of the parties. Failure to agree on such equitable adjustment and revised price under this clause shall be deemed to be a dispute within the meaning of the clause of this Contract entitled "Disputes." The Contractor shall make similar provisions covering termination for convenience with respect to all subcontracts and orders for supplies and materials.

Article XXII—Renegotiation. Insert contract clause set forth in AECPR 9-7.5004-20 if the Contract is subject to the Renegotiation Act of 1951, as amended. Article XXIII-Classification. Insert contract clause as set forth in AECPR 9-7.500421 when required.

Article XXIV-Purchases from contractor controlled sources. Insert contract clause as set forth in AECPR 9–7.5006–33, if deemed necessary.

In the event the Contractor will be required to perform procurement activities, the following articles shall be included in the Contract as appropriate:

concerns.

Article XXV-Utilization of small business Insert contract clause set forth in FPR 1-1.710-3 (a) under the conditions and in the manner prescribed in FPR 1-1.710-2. Article XXVI–Small business subcontracting program. Insert contract clause set forth in FPR 1-1.710-3(b) under the conditions and in the manner prescribed in FPR 1-1.710-2.

Article XXVII-Utilization of concerns in labor surplus areas. Insert contract clause set forth in FPR 1-1.805-3(a) under the conditions and in the manner prescribed in FPR 1-1.805-2.

Article XXVIII-Labor surplus area subcontracting program. Insert contract clause set forth in FPR 1-1.805-3(b) under the conditions and in the manner prescribed in FPR 1-1.805-2.

Article XXIX-Property. If the Government furnishes the Contractor property, or authorizes the Contractor to procure property (such as office furniture and equipment), a property clause should be included similar to the one in AECPR 9-7.5006-27.

Article XXX-Reports. (The nature and quantity of any reports, such as the nature and quantity of any reports, such as reports of the progress of the architect-engineer work, which will be required of the Contractor shall be set forth in this article or incorporated by reference in this article and in an appendix to be attached to the Contract. Contracting Officers will be expected to require in most cases that reports be furnished at intervals disclosing the progress of the architect-engineer work.)

Article XXXI-Alterations and additions. The following alterations in or additions to

1. Contract number, date, name, and address of Contractor.

2. Direction to Contractor to proceed immediately to furnish the supplies or to perform the work specified, followed by as detailed description of the supplies to be furnished or work to be performed as is practicable, together with desired delivery date or date of completion.

3. Provision that letter contract contains and resulting definitive contract will contain all applicable provisions required by Federal Law, Executive Order, or regulations.

4. Provision for (a) submission by the Contractor of a quotation and/or estimate supported by a cost breakdown and agreement to enter into negotiation of a definitive contract immediately and (b) type of definitive contract to be used.

5. Provision for (a) approval by the Contracting Officer of subcontracts and purchase