The document summarizes suggestions for responding to common client contract clauses from a design professional's perspective. It discusses standard contract elements like certifications, dispute resolution, indemnification, standard of care, and warranties. The response recommends negotiating clauses carefully to limit liability, preserve ethical practice, and clarify expectations and responsibilities of both parties.

1. Negotiate For Success: Suggestions for Your Client’s Commando Clauses

9. Certifications CLIENT’S COMMANDO CLAUSE Design Professional shall provide certifications of Project design, Project completion, and other Project details as necessary for the benefit of Owner or as required by government agencies, lenders, or others.

10. Certifications RESPONSE Certify facts known from the services provided or issue a professional opinion based on “knowledge, information, and belief” related to services provided to preserve ethical practice and minimize exposure.

11. Certifications B101-2007 RESPONSE: (Article 10.4) If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. If the Owner requests the Architect to execute consents reasonably required to facilitate assignment to a lender, the Architect shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Architect for review at least 14 days prior to execution. The Architect shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of this Agreement.

13. Dispute Resolution CLIENT’S COMMANDO CLAUSE All disputes shall be resolved through litigation with prevailing party entitled to recover all legal fees and costs. Owner shall have the option to mediate any claim through its choice of mediators or demand arbitration, which shall involve all parties involved in any way in the dispute.

14. Dispute Resolution RESPONSE Owner and Consultant agree that they shall first submit any and all unsettled claims, counterclaims, disputes, and other matters in question between them arising out of or relating to this Agreement to mediation in accordance with the Construction Industry Mediation Rules of the American Arbitration Association, effective as of the date of this Agreement.

18. Indemnification CLIENT’S COMMANDO CLAUSE Design Professional shall defend, indemnify, & hold harmless Owner from any & all claims arising out of the project caused in whole or in part by the consultant, excluding only those caused by the sole negligence of any of the Indemnities.

19. Indemnification To the fullest extent permitted by law, Consultant shall indemnify Client, its officers, directors, partners, employees, and representatives, from and against losses, damages, and judgments arising from claims by third parties , including reasonable attorneys’ fees and expenses recoverable under applicable law, but only to the extent they are found to be caused by a negligent act, error, or omission of Consultant or Consultant’s officers, directors, members, partners, agents, employees, or subconsultants in the performance of services under this Agreement. RESPONSE

23. Standard of Care CLIENT’S COMMANDO CLAUSE The Design Professional’s services shall be consistent with the highest professional standards and shall be for the sole benefit of the Owner.

24. Standard of Care RESPONSE The standard of care for all professional services performed or furnished by Consultant under this Agreement will be the skill and care used by members of Consultant’s profession practicing under similar circumstances at the same time and in the same locality. Consultant makes no warranties, express or implied, under this Agreement or otherwise, in connection with Consultant’s services.

25. Standard of Care B101-2007 RESPONSE: (Article 2.2) Perform services with the skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances

26. Standard of Care E-500 RESPONSE: (Article 6.01(A)) Standard of care will be the care and skill ordinarily used by members of the subject profession practicing under similar circumstances at the same time and in the same locality

27. Warranties CLIENT’S COMMANDO CLAUSE Design Professional shall prepare Contract Documents to assure Owner that Project shall be fit for its intended purpose and shall meet all energy, environmental, and accessibility requirements.

29. Warranties RESPONSE Consultant warrants that it is properly licensed to perform the services under this Agreement and that it shall perform the services in a professional manner meeting the standard of care.