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Ordinance No. 1,828ORDINANCE NO.1828 AN ORDINANCE OF THECITY COUNCIL OFTHE CITY OFBAYTOWN, TEXAS,AUTHORIZING AND DIRECTING THE MAYOR AND CITY CLERK OF THE CITY OF BAYTOWN TO EXECUTE AND ATTEST TO A CONTRACT BETWEEN DAVIS &BURGE,ARCHITECTS-PLANNERS, INC.ANDTHE CITY OF BAYTOWN WITHREGARD TO PROVIDING ARCHITECTUAL SERVICES UNDER THE 1975 CAPITAL IMPROVEMENTS PROGRAM FOR ADDITIONS TOTHE STERLING MUNICIPAL LIBRARY, BAYTOWN,TEXAS,AND PROVIDING FOR THE EFFECTIVE DATE HEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THECITY OF BAYTOWN,TEXAS: Section 1:That the City Council of the City of Baytown, Texas,hereby approves a contract between DAVIS &BURGE, ARCHITECTS-PLANNERS,INC.and the CITY OF BAYTOWN with regard to providing architectual services under the 1975 Capital Improvements Program for additions to the Sterling Municipal Library,Baytown,Texas,and authorizes and directs the Mayor and City Clerk of the City of Baytown to execute and attest to such contract,a copy of said contract being attached hereto,marked Exhibit "A,"and made a part hereof for all intents and purposes. Section 2:This ordinance shall take effect from and after its passage by the City Council of the City of Baytown, Texas. INTRODUCED,READ and PASSED by the affirmative vote of the City Council this 18th day of July,1975. TOM GENTRY,Mayor ATTgT:^ EDNA OLIVER,City Clerk APPROVED: NEE EXHIBIT "A" THE AMERICAN INSTITUTE OF ARCHITECTS AIA Document B141 Standard Form of Agreement Between Owner and Architect THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES;CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION AGREEMENT made this Fifteenth day of July in the year of Nineteen Hundred and Seventy Five BETWEEN the Owner:City of Baytown (Texas) and the Architect:Davis &Burge Architectsand Planners,Inc. Forthe following Project: (Include detailed description of Project location and scope) Additions to the Sterling Municipal Library Baytown,Texas The Owner and the Architect agree as set forth below. AIA DOCUMENT B141 •OWNER-ARCHITECT AGREEMENT •JANUARY 1974 EDITION •AIA®•©1974 THE AMERICAN INSTITUTE OF ARCHITECTS,173S NEW YORK AVE..N.W..WASHINGTON,D.C.20006 r PERCENTAGE OF CONSTRUCTION COST Projec!In "'thisE Agreement113"C°mpenSate the Architect'in accordance with the Terms and Conditions of A.FOR BASIC SERVICES as,described in Paragraph 1.1,Basic Compensation shall be computedonthebasisofoneofthefollowingPERCENTAGESOFCONSTRUCTIONCOST,as defined in Article 3,for portions of the Project to be awarded under A Single Stipulated Sum Construction Contract Seven and One Half Separate Stipulated Sum Construction Contracts A Single Cost Plus Fee ConstructionContract Separate Cost Plus FeeConstruction Contracts percent (7%%) percent (%) percent (%) percent (%) B.FOR ADDITIONAL SERVICES,as described in Paragraph 1.3,compensation computed as follows: ■1.Principals'time at the fixed rate of For the purpose of this Agreement,the Principalsare:dollars ($)per hour. 2.Employees'time (other than Principals)at a multiple of ()times the employees'Direct Personnel Expense as defined in Article 4. 3.Services of Professional consultants at a multiple of ()times the amount billed to the Architect for such services. C.AN INITIAL PAYMENT of dollars ($)shall be made upon the execution of this Agreement and credited to the Owner's account. D.FOR REIMBURSABLE EXPENSES,amounts expended as defined in Article 5. III.THE OWNER AND ARCHITECT agree in accordance with the Terms and Conditions of this Agree ment that: A.IF SCOPE of the Project is changed materially,compensation shall be subject to renegotiation. B.IF THE SERVICES covered by this Agreement have not been completed within ()months of the date hereof,the amounts of compensation,rates and multiples set forth in Paragraph II shall be subject to renegotiation. AIA DOCUMENT B141 •OWNER-ARCHITECT ACREEMENT •JANUARY 1974 EDITION •AIA®•©1974 THE AMERICAN INSTITUTE OF ARCHITECTS,1733 NEW YORK AVE.,N.W.,WASHINGTON,D.C.20006 ffisi u TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 ARCHITECT'S SERVICES 1.1 BASIC SERVICES The Architect's Basic Services consist of the five phases described belowand include normal struc tural,mechanical and electrical engineering services and any other services included in Article 14 as Basic Services. SCHEMATIC DESIGN PHASE 1.1.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall confirm suchrequirements to the Owner. 1.1.2 Based on the mutually agreed upon program,the Architect shall prepare SchematicDesign Studies consist ing of drawings and other documents illustrating the scale and relationship of Project components for ap proval by the Owner. 1.1.3 The Architect shail submit to the Owner a State ment of Probable Construction Cost based on current area,volume or other unit costs. DESIGN DEVELOPMENT PHASE 1.1.4 The Architect shall prepare from the approved Schematic Design Studies,for approval by the Owner,the Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the entire Project as to structural,mechani cal and electrical systems,materials and such other essen tials as may be appropriate. 1.1.5 The Architect shall submit to the Owner a further Statement of Probable Construction Cost. CONSTRUCTION DOCUMENTS PHASE 1.1.6 The Architect shall prepare from the approved Design Development Documents,for approval by the Owner,Drawings and Specifications setting forth in detail the requirements for the construction of the entire Project includingthe necessary bidding information,and shall assistin the preparation of bidding forms,the Con ditions of the Contract,and the form of Agreement between the Owner and the Contractor. 1.1.7 The Architect shall advise the Owner of any adjustments to previous Statements of Probable Con struction Cost indicated by changes in requirements or general market conditions. 1.1.8 The Architect shall assist the Owner in filing the required documents for the approval of governmental authorities having jurisdiction over the Project. BIDDING OR NEGOTIATION PHASE 1.1.9 The Architect,following the Owner's approval of the Construction Documents and of the latest Statement of Probable Construction Cost,shall assist the Owner in obtaining bids or negotiated proposals,and in awarding and preparing construction contracts. CONSTRUCTION PHASE —ADMINISTRATION OF THE CONSTRUCTION CONTRACT 1.1.10 The Construction Phase will commence with the award ofthe Construction Contract and will terminate when the final Certificate for Payment is issued to the Owner. 1.1.11 The Architect shall provide Administration of the Construction Contract as set forth in AIA Document A201,General Conditions of the Contract for Construc tion,and the extentof his duties and responsibilities and the limitations of his authority as assigned thereunder shall not be modified without his written consent. 1.1.12 The Architect,as the representative of the Owner during the Construction Phase,shall advise and consult with the Owner and all of the Owner's instructions to the Contractor shall be issued through the Architect.The Architect shall have authority toact on behalf of the Owner to the extent provided in the General Conditions unless otherwise modified in writing. 1.1.13 The Architect shall at all times have access to the Work wherever it is in preparation or progress. 1.1.14 The Architect shall make periodic visits to the site to familiarize himself generally w.th the progress and quality of the Work and to determine in general if the Work is proceeding in accordance with the Contract Documents.On the basis of his on-site observations as an architect,he shall endeavor to guard the Owner against defects and deficiencies in the Work of the Con tractor.The Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work.The Architect shall not be responsible for construction means,methods,tech niques,sequences or procedures,or for safety precautions and programs in connection with the Work,and he shall ,/ not be responsible for theContractor's failure to carry out the Work in accordance with the Contract Documents. 1.1.15 Based on such observations at the site and on the Contractor's Applications for Payment,the Architect shall determine the amount owing to the Contractor and shall issue Certificates for Payment in such amounts.The issuance of aCertificate for Payment shall constitute a representation by the Architect to the Owner,based on the Architect's observations at the si.e as provided in Subparagraph 1.1.14 and the data comprising the Appli cation for Payment,that the Work has progressed to the point indicated;that to the best of the Architect's knowl edge,information and belief,the quality of the Work is in accordance with the Contract Documents (subject to an evaluation ofthe Work for conformance with the Contract Documents upon Substantial Completion,to the results of any subsequent tests required by the Contract AIA DOCUMENT B141 ♦OWNER-ARCHITECT AGREEMENT •JANUARY 1974 EDITION ♦AIA®•©1974 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVE.,N.W.,WASHINGTON,D.C.20006 Documents,to minor deviations from the Contract Docu ments correctable prior to completion,and to any specific qualifications stated in the Certificate for Payment);and that the Contractor is entitled to payment in the amount certified.By issuing a Certificate for Payment,the Archi tect shall not be deemed to represent that he has made any examination to ascertain how and for what purpose the Contractor has used the moneys paid on account of the Contract Sum. 1.1.16 The Architect shall be,in the first instance,the interpreter of the requirements of the Contract Docu ments and the impartial judge of the performance there under by both the Owner and Contractor.The Architect shall make decisions on all claimsof the Owner or Con tractor relating to the execution and progress of the Work and on all other matters or questions related thereto. The Architect's decisions in matters relating to artistic effect shall be final if consistent with the intent of the Contract Documents. 1.1.17 The Architect shall have authority to reject Work which does not conform to the Contract Documents. Whenever,in his reasonable opinion,he considers it nec essary or advisable to insure the proper implementation of the intent of the Contract Documents,he will have authority to require special inspection or testing of any Work in accordance with the provisions of the Contract Documents whether or not such Work be then fabricated, installed or completed. 1.1.18 The Architect shall review and approve shop drawings,samples,and other submissions of the Contrac tor only for conformance with the design concept ofthe Project and for compliance with the information given in the Contract Documents. 1.1.19 The Architect shall prepare Change Orders. 1.1.20 The Architect shall conduct inspections to de termine the Dates of Substantial Completion and final completion,shall receive and review written guarantees and related documents assembled by the Contractor,and shall issue a final Certificatefor Payment. 1.1.21 The Architect shall not be responsible for the acts or omissions of the Contractor,or any Subcontrac tors,or any of the Contractor's or Subcontractors'agents or employees,or any other persons performing any of the Work. 1.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 1.2.1 If more extensive representation at the site than is described under Subparagraphs 1.1.10 through 1.1.21 inclusive is required,and if the Owner and Architect agree,theArchitect shall provide one or more Full-Time Project Representatives to assist the Architect. 1.2.2 Such Full-Time Project Representatives shall be selected,employed and directed by the Architect,and the Architect shall be compensated therefor as mutually agreed between the Owner and the Architect as set forth in an exhibit appended to this Agreement. 1.2.3 The duties,responsibilities and limitations of au thority of such Full-Time Project Representatives shall be set forth in an exhibit appended to this Agreement. 1.2.4 Through the on-site observations by Full-Time Project Representatives of the Work in progress,the Ar chitect shall endeavor to provide further protection for the Owner against defects in the Work,but the furnish ing of such projectrepresentation shall not make the Architect responsible for construction means,methods, techniques,sequences or procedures,or forsafety pre-. cautions and programs,or for the Contractor's failure to perform the Work in accordance with the Contract Documents. 1.3 ADDITIONAL SERVICES The following Services shall be provided when au thorized in writing by the Owner,and they shall be paid for by the Owner as hereinbefore provided. 1.3.1 Providing analyses ofthe Owner's needs,and pro gramming the requirements of the Project. 1.3.2 Providing financial feasibility or other special studies. 1.3.3 Providing planning surveys,site evaluations,envi ronmental studies or comparative studies of prospective sites. 1.3.4 Providing design services relative to future facili ties,systems and equipment which are not intended to be constructed as part of the Project. 1.3.5 Providing services to investigate existing condi tions or facilities or to make measured drawings thereof, or to verify the accuracy of drawings or other informa tion furnished by the Owner. 1.3.6 Preparing documents for alternate bids or out-of- sequence services requested by the Owner. 1.3.7 Providing Detailed Estimates of Construction Cost or detailed quantity surveys or inventories of material, equipmentand labor. 1.3.8 Providing interior design and other services re quired for or in connection with the selection of furni ture and furnishings. 1.3.9 Providing services for planning tenant or rental spaces. 1.3.10 Making revisions in Drawings,Specifications or other documents when such revisions are inconsistent with written approvals or instructions previouslygiven and are due to causes beyond thecontrol of the Archi tect. 1.3.11 Preparing supporting data and other services in connection with Change Orders if the change in the Basic Compensation resulting from the adjusted Contract Sum is not commensurate with the services required of the Architect. 1.3.12 Making investigations involving detailed apprais als and valuations of existing facilities,and surveys or inventories required in connection with construction performed by the Owner. 1.3.13 Providing consultation concerning replacement of any Work damaged by fire or other cause during con struction,and furnishingprofessional services of the type AIA DOCUMENT B141 •OWNER-ARCHITECT AGREEMENT •IANUARY '.97-1 EDITION •AIA'S).©1974 THE AMERICAN INSTITUTE OF ARCHITECTS.1735 NEW YORK AVE..N.vV..WASHINGTON.D.C.200W. tion with the replacement ofsuch Work. Pfofessional services made necessaryfcWnfcf,h ?6 Contractoror bV major defects intheWorkoftheContractorintheperformanceoftheConstructionContract. 1.3.15 Preparing a set of reproducible record prints ofdrawingsshowingsignificantchangesin(he Work made during the construction process,based on marked-up prints,drawings and other data furnished by the ContractortotheArchitect. 1.3.16 Providing extensive assistance in the utilization of any equipment or system such as initial start-up or testing,adjusting and balancing,preparation of operation and maintenance manuals,training personnel for opera tion and maintenance,and consultation during operation. 1.3.17 Providing services after issuance to the Owner of the final Certificate for Payment. 1.3.18 Preparing to serve or serving as an expert witness in connection with any public hearing,arbitration pro ceeding or legal proceeding. 1.3.19 Providing services of professional consultants for other than the normal structural,mechanical and electri cal engineering services for the Project. 1.3.20 Providing any other services not otherwise in cluded in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. ARTICLE 2 THE OWNER'S RESPONSIBILITIES 2.1 The Owner shall provide full information,including a complete program,regarding his requirements for the Project. 2.2 The Owner shall designate,when necessary,a rep resentative authorized to act in his behalf with respect to the Project.The Owner shall examine documents sub mitted by the Architect and shall render decisions per- taining thereto promptly,to avoid unreasonable delay in the progress of the Architect's services. -2.3 The Owner shall furnish a certified land survey of the site giving,as applicable,grades and lines of streets, alleys,pavementsand adjoining property;rights-of-way, restrictions,easements,encroachments,zoning,deed re strictions,boundaries and contours of the site;locations, dimensions and complete data pertaining to existing buildings,other improvements and trees;and full infor mation concerning available service and utility lines both public and private,above and below grade,including inverts and depths. 2.4 The Owner shall furnish the services of a soils engi neer or other consultant when such services are deemed necessary by the Architect,including reports,test borings, test pits,soil bearing values,percolation tests,air and water pollution tests,ground corrosion and resistivity tests and other necessary operations for determining sub soil,air and water conditions,with appropriate profes sional recommendations. 2 5 The Owner shall furnish structural,mechanical,chemical and other laboratory tests,inspections and re ports as required by law or the Contract Documents. 2.6 The Owner shall furnish such legal,accounting,and insurance counseling services as may be necessary for the Project,and such auditing services as he may require to ascertain how or for what purposes the Contractor hasusedthemoneyspaidtohimundertheConstruction Contract. 2.7 The services,information,surveys and reports requiredbyParagraphs2.3 through 2.6inclusive shall be furnished at the Owner's expense,and the Architect shall be entitled to rely upon the accuracy and completeness thereof. 2.8 If the Owner becomes aware of any fault or defect in the Project or non-conformance with the ContractDocuments,he shall give prompt written notice thereof to the Architect. 2.9 The Owner shall furnish information required of him as expeditiously as necessary for the orderly progress oftheWork. ARTICLE 3 CONSTRUCTION COST 3.1 If the Construction Cost is to be used as the basis for determining the Architect's Compensation for Basic Services,it shall be the total cost or estimated cost to the Owner of all Work designed or specified by the Architect.The Construction Cost shall be determined as follows,with precedence in the order listed: 3.1.1 For completed construction,the cost of all such Work,including costs of managing construction; 3.1.2 For Work not constructed,(1)the lowest bona fide bid received from a qualified bidder for any or all of such Work,or (2)if the Work is not bid,the bona fide nego tiated proposal submitted for any or all of such Work;or 3.1.3 For Work for which no such bid or proposal is received,(1)the latest Detailed Estimate of Construction Cost if one is available,or (2)the latest Statement of Probable Construction Cost. 3.2 Construction Cost does not include the compensa tion of the Architect and his consultants,the cost of the land,rights-of-wav,or other costs which are the responsi bility of the Owner as provided in Paragraphs 2.3 through 2.6 inclusive. 3.3 The cost of labor,materials andequipment furnished by the Owner for the Project shall be included in the Construction Cost at current market rates including a reasonable allowance for overhead and profit. 3.4 Statements of Probable Construction Cost and De tailed Cost Estimates prepared by the Architect represent his best judgment as a design professional familiar with the construction industry.It is recognized,however,that neither the Architect nor the Owner has any control over the cost of labor,materials or equipment,over the con tractors'methods of determining bid prices,or over com petitive bidding or market conditions.Accordingly,the t£ASp^fMT,M^T*T?WNER"ARCHITECT ACR«MENT •JANUARY 1974 EDITION •AIA®.©1974THEAMERICANINSTITUTEOFARCHITECTS,173S NEW YORK AVE.,N.W..WASHINGTON.D.C.20006 VV>«*■'**T | Architect cannot and does not guarantee that bids will not vary from any Statement of Probable Construction Costor other cost estimate prepared by him. 3.5 When a fixed limit of Construction Cost'is estab lishedas a condition of this Agreement,it shall be in writing signed by the parties and shall include a bidding contingency of ten percent unless another amount is agreed upon in writing.When such a fixed limit is estab lished,the Architect shall be permitted to determine what materials,equipment,component systems and types of construction are to be included in the Contract Docu ments,and to make reasonable adjustments in the scope of the Project to bring it within the fixed limit.The archi tect may also include in the Contract Documents alter nate bids to adjust the Construction Cost to the fixed limit. 3.5.1 If the Bidding or Negotiating Phase has not com menced within six months after the Architect submits the Construction Documents to the Owner,any fixed limit of Construction Cost established as a condition of this Agreement shall be adjusted to reflect any change in the general level of prices which may have occurred in the construction industry for the area in which the Project is located.The adjustment shall reflect changes between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. 3.5.2 When a fixed limit of Construction Cost,including the Bidding contingency (adjusted as provided in Sub- paragraph 3.5.1,if applicable),is established as a condi tion of this Agreement and is exceeded by the lowest bona fide bid or negotiated proposal,the Detailed Esti mate of Construction Cost or the Statement of Probable Construction cost,the Owner shall (1)give v/ritten ap proval of an increase in such fixed limit,(2)authorize re- bidding the Project within a reasonable time,or (3)co operate in revising the Project scope and quality as re quired to reduce the Probable Construction Cost.In the case of (3)the Architect,without additional charge,shall modify the Drawings and Specifications as necessary to bring the Construction Cost within the fixed limit.The providing of such service shall be the limit of the Archi tect's responsibility in this regard,and having done so, the Architect shall be entitled to compensation in accord ance with this Agreement. ARTICLE 4 DIRECT PERSONNEL EXPENSE Direct Personnel Expense is defined as the salaries of professional,technical and clerical employees engaged on the Project by the Architect,and the cost of their mandatory and customary benefits such as statutory em ployee benefits,insurance,sick leave,holidays,vacations, pensions and similar benefits. ARTICLE 5 REIMBURSABLE EXPENSES 5.1 Reimbursable Expenses are in addition to the Com pensation for Basic and Additional Services and include actual expenditures made by the Architect,his employ ees,or his professional consultants in the interest or the Project for the expenses listed in the following Subpara- graphs: 5.1.1 Expense of'transportation and living when travel ing in connection with the Project;long distance calls and telegrams;and fees paid for securing approval of authorities having jurisdiction over the Project. 5.1.2 Expense of reproductions,postage and handling of Drawings and Specifications excluding duplicate sets at the completion of each Phase for the Owner's review and approval. 5.1.3 If authorized in advance by the Owner,expense of overtime work requiring higherthan regular rates and expense cf renderings or models for the Owner's use. 5.1.4 Expense of computer time for professional services when included in Paragraph II. 5.1.5 Expense of computer lime when used in connec tion with Additional Services. ARTICLE 6 PAYMENTS TO THEARCHITECT 6.1 Payments on account of the Architect's Basic Serv ices shall be made as follows: the minimum pnymu^J..^yu.nLnl J/qg 6.1.2 Oubjtqumit payments tor Basic Services shall be made monthly in proportion to services performed so that.the compensation at the completion of each Phase, except when the compensation is on the basis of a Mul tiple of Direct Personnel Expense,shall equal the follow ing percentages of the total Basic Compensation: Schematic Design Phase 15% Design Development Phase 35% Construction Documents Phase ...75% Bidding or Negotiation Phase 80% Construction Phase 100% G.1.3 If ihe Contract Time initially odlabliahod in tho Conduction Contract is cuccodod by more than thirty -Ouiic Suiicupuformod by Principal^omployooo ond mini:trition of tho r>r-rt'ir'i'1"r""'"fl h-p-.J it.- ■thiitieth day shall bo computod os jut foilli \n PoiagraphIIforAdditionalEowicog.JAtf iflhCi^ 6.2 Payments for Additional Services of the Architect as defined in Paragraph 1.3,and for Reimbursable Expenses as defined in Article 5,shall be made monthly upon presentation of the Architect's statement of services ren dered. 6.3 No deductions shall be made from the Architect's compensation on account of penalty,liquidated dam ages,or other sums withheld from payments to con tractors. 6.4 If the Project is suspended for more than three months or abandoned in whole or in part,the Architect AIA DOCUMENT B141 •OWNER-ARCHITECT AGREEMENT •JANUARY 1974 EDITION •AIA®•©1974 THE AMERICAN INSTITUTE OF ARCHITECTS,17J5 NEW YORK AVE..N.W.,WASHINGTON,D.C.20006 shall be paid his compensation for services performedpriortoreceiptofwrittennoticefromtheOwnero<Zh suspension or abandonment,together with ReimbursableExpensesthendueandallterminationexpensesasdefinedImParagraph8.3 resulting from such suspension orabandonment.If the Project is resumed after being suspendedformorethanthreemonths,the Architect's compensation shall be subject to renegotiation. 6.5 Payments due the Architect under this Agreementshallbearinterestatthelegalratecommencingsixtydaysafterthedateofbilling. ARTICLE 7 ARCHITECT'S ACCOUNTING RECORDS Records of Reimbursable Expenses and expenses pertain ing to Additional Services on theProject and for servicesperformedonthebasisofaMultipleofDirectPersonnel Expense shall be kept on a generally recognized account ing basis and shall be available to the Owner or his authorized representative at mutually convenient times. ARTICLE 8 TERMINATION OF AGREEMENT 8.1 This Agreement may be terminated by either party upon seven days'written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. 8.2 In the event of termination due to the fault of par ties other than the Architect,the Architect shall be paidhiscompensationforservicesperformedtotermination date,including Reimbursable Expenses then due and all termination expenses. 8.3 Termination Expenses are defined as Reimbursable Expenses directly attributableto termination,plus an amount computed as a percentage of the total compen sation earned to the time of termination,as follows: 20 percent if termination occurs during the Schematic Design Phase;or 10 percent if termination occursduring the Design De velopment Phase;or 5 percent if termination occursduring any subse- quent phase. ARTICLE 9 OWNERSHIP OF DOCUMENTS Drawings and Specifications as instruments of service are and shall remain the property of the Architect whether the Project for which they are made is executed or not. They are not to be usedby the Owner on other projects nr Hiileryinnii.m ihir Hrojcnl except by agreement in writ ing and with appropriate compensation to the Architect. ARTICLE 10 SUCCESSORS AND ASSIGNS The Owner and the Architect each binds himself,his partners,successors,assigns and legal representatives to the other party to this Agreement and to the partners successors,assigns and legal representatives of such other party with respect to all covenants of this Agreement Neither the Owner nor theArchitect shall assign,sublet or transfer his interest in this Agreement without the written consent of the other. ARTICLE 11 ARBITRATION 11.1 All claims,disputes and other matters in question between the partiesto this Agreement,arising out of,or relating to this Agreement or the breach thereof,shall be decided by arbitration in accordance with the Construc tion Industry Arbitration Rules of the American Arbitra tion Association then obtaining unless the parties mutually :agree otherwise.No arbitration,arising out of,or relating to this Agreement,shall include,by consolidation,joinder or in any other manner,any additional party not a party to this Agreement except by written consent containing a specific reference to this Agreement and signed by all the parties hereto.Any consent to arbitration involving an additionalparty or parties shall not constitute consent to arbitration of any dispute not described therein or with any party not named or described therein.This Agreement to arbitrate and any agreement to arbitrate with an addi tional party or parties duly consented to by the parties hereto shall be specifically enforceable under the pre vailing arbitration law. 11.2 Notice of the demand forarbitration shall be filed in writing with the other party to this Agreement and with the American Arbitration Association.The demand shall be made within a reasonable time after the claim, dispute or other matter in question has arisen.In no event shall the demand forarbitration be made after the date when institution of legal or equitable proceedings based on such claim,dispute or other matter in question would be barred by the applicable statute of limitations. 11.3 The award rendered by the arbitrators shall be fi nal,and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. ARTICLE 12 EXTENT OF AGREEMENT 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. ARTICLE 13 GOVERNING LAW Unless otherwise specified,this Agreement shall be gov erned by the law of the principal place of business of the Architect. ThI AS^rl^^jTlTMT?^'"^"1^01 AGR"«ENT .JANUARY 1974 EDI MON •AIA®•©1974THEAMERICANINSTITUTEOFARCHITECTS.1735 NEW YORK AVE..N.W..WASHINGTON,D.C.20006 tfe...'■ ARTICLE 14 OTHER CONDITIONS OR SERVICES THE ARCHITECT AGREES TO: 1.Retain a qualified Library Consultant acceptable to the City Council. 2.Retain qualified consulting engineers for electrical,plumbing,mechanical and structural services all of whom shall be acceptable to the CityCouncil. 3.Retain a cost consultant to assist and advise with cost estimates for the project as it is developed. 4.Provide a scale model and a 3 dimensional colored perspective to describe the project. 5.To pay for the four (4)services listed above from the stated architects fee of 7%%. This Agreement executed the day and year first written above. OWNER City of Baytown,Texas Tom Gentry Mayor rge7~A>chitects-Planners,Inc. Edna Oliver City Clerk AIA DOCUMENT BUI •OWNER-ARCHITECT AGREEMENT •JANUARY 1974 EDITION •AIA®•©1974 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVE..N.W..WASHINGTON,D.C.20006