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Ordinance No. 7,227
950209 -5 ORDINANCE NO. 7227 • AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST TO AN AGREEMENT WITH JAMES A. DAVIS, AIA ARCHITECT, TO FURNISH ARCHITECTURAL SERVICES FOR THE CITY HALL /CITY HALL ANNEX RENOVATION; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN, THE SUM OF EIGHTY -TWO THOUSAND FIVE HUNDRED AND N01100 DOLLARS ($82,500.00); AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the Mayor and City Clerk of the City of Baytown to execute and attest to an agreement with James A. Davis, AIA Architect, to furnish architectural services for the City Hall /City Hall Annex renovation. A copy of said agreement is attached hereto, marked Exhibit "A," and made a part hereof for all intents and purposes. Section 2: That the City Council of the City of Baytown authorizes payment to James A. Davis, AIA Architect, of the sum of EIGHTY -TWO THOUSAND FIVE HUNDRED AND N01100 DOLLARS ($82,500.00), pursuant to the Agreement. Section 3: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of Baytown this the 9th day of February, 1995. /� C A!ZX� PETE C. ALFAR , Mayor ATTEST: EILEEN P. HALL, City Clerk APPROVED AS TO FORM: • I CIO RAMIREZ, S City Attorney legal / council /february /2- 9- 95authAGREEdavis T H E • A M E R I C A N I N S T I T U T E EXHIBIT A AIA Document B141 O F A R C H I T E C T S Standard Form of Agreement Between Owner and Architect 1987 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES, CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AGREEMENT made as of the Nineteen Hundred and BETWEEN the Owner (\'rvne and address) and the Architect: (,\nme and address) Ninth day Of February Ninety Five City of Baytown 2401 Market Street Baytown, Texas 77521 James A. Davis AIA Architect 1808 E. James Street Baytown, Texas 77520 in the year of For the following Project: (tndade detailed description of Project, (ocatiOPI, address and scOpe.) Renovations to these City of Baytown Facilities: The City Hall Building The City Hall Annex 2402 Market 220 W. Defee Both Facilities are located within the City Limits of Baytown, Texas and within zip code 77520. . The Owner and Architect agree as set forth below. Copyright 1917, 1926, 1948, 1951, 1953, 1958, 1961. 1963, 1966, 1967, 1970, 1974, 1977, © 1987 by The American Institute of Architects, 1735 New York Avenue, N.W., Washington, 1).c. 20006. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United Statcs and will be subject to legal prosecution. AIA DOCUMENT B141 - OWNER- ARCHITECT AGRF:EMEN'i - FOUKTF.F.N111 EDITION - AIA® - u1987 $141 -1987 1 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENIIE, N.W., WASMNGTON, 1). c. 21NN16 WARNING: Unlicensed photocopying vlolates U.S. copyright laws and Is subject to legal prosecution. • EDITOR'S NOTE From time to time, the AIA makes minor corrections and clarifications in its documents as they are reprinted. Changes in the 7/88 reprinting of the 1987 edition of B141 were made in Subparagraphs 2.6.1 and 11.3.2. Changes in this 6/92 reprinting Nverc made in Subparagraph 2.6.10 and Paragraph 4.5. See Section C of the Instruction Sheet for a detailed description of these changes. L� i • TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 ARCHITECT'S RESPONSIBILITIES 1.1 ARCHITECT'S SERVICES 1.1.1 The Architect's services consist of those services per- formed by the Architect, Architect's employees and Architect's consultants as enumerated in Articles 2 and 3 of this Agreement and am• other services included in Article 12. 1.1.2 The Architect's services shall be performed as expedi- tiously as is consistent with professional skill and care and the orderly progress of the Work. Upon request of the Owner, the Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services which may be adjusted as the Project proceeds, and shall include allo`,vances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. 1.1.3 The services covered by this Agreement are subject to the time limitations contained in Subparagraph 11.7. 1. ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES 2.1 DEFINITION 2.1.1 The Architect's Basic Services consist of those described in Paragraphs 2.2 through 2.6 and any other services identified in Article 12 as part of Basic Services, and include normal struc- tural, mechanical and electrical engineering services. 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner. 2.2.2 The Architect shall provide a preliminary evaluation of the O%vner's program, schedule and construction budget requirements, each in terms of the other, subject to file limita- tions set forth in Subparagraph 5.2.1. 2.2.3 Tile Architect shall revic-,v %vith the Owner alternative approaches to design atnd construction of the Project. 2.2.4 Based on the Mutually agreed -upon program, schcdulc and construction budget requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Docu- rrtents consisting of drawings and oiltrr dUCunlen[5 illustrating the scale and relationship of Project components. 2.2.5 The Architect shall submit to the Owner a prclimin :u} estimate of Construction Cost based on current ;tea, volume or Other unit costs. 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based oil the approved Schematic Design Documents and :ul }. adjustments authorized by the (AN tier in the program, schedule or construction budget, the Architect shall prepare, for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of die Project as to architectural, struc- tural, mechanical and electrical systems, materials and such other elements as may be appropriate. 2.3.2 The Architect shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development DoCII- ments and any further adjustments in the scope or quality of the Project or in the construction budget authorized by tie Owner, the Architect shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Spec1ftca- tions setting forth in detail the requirements for the construc- tion of the Project. 2.4.2 The Architect shall assist the Owner in the preparation of the necessary bidding information, pickling forms, the Condi- tions of the Contract, and the form of Agreement bet%veen the Owner and Contractor. 2.4.3 The Architect shall advise the Owner of any adjustiltents to previous preliminary estimates of Construction Cost indi- c.itecl by changes in requirements or general market conditions. 2.4.4 The Architect shall assist the Owner in connection "with the Owner's responsibility for filing documents required for the approval of governmcnt-.II authorities having jurisdiction over the Project. 2.5 BIDDING OR NEGOTIATION PHASE 2.5.1 The Architect, following the Owner's approval of the Construction Documents .tnd of the latest preliminary estilliale of Construction Cost, shall assist the OCt'tler in obtaining hids or negotiated proposals and assist in awarding and preparing contracts for construction. 2.6 CONSTRUCTION PHASE — ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 -I'hc Archilcc•l s responsihihty to provide li3,;Ic Scn ices fnr the Construction Ph :lsc under [Ili's Agrcenicnt cunrtrtcnccs with the award of [hc (:otltrait Gtr (,OIh1rLICtit)n auul ternli- n:ucs :u to c:n9ier of the is.tiu :tncc It) the Ocvncr n(thc final Clunilicatc for I'a\111cm ur 0() d:ns alter the date of tiuhvtan nal (;on)plciion of dtc Work. 2.6.2 The Architect shall provide atdministration of the (;on- tract for Construction as .set forth hclow and in the edition of :11r1 Document A201, Gclwral Condilions of the Contract for Construction, current as ()f the date of this Agreenrc•nt, unless odicns-isc provided in this Agreement. 2.6.3 Duties, responsibilities and [ill til ;ti ions 01 aulllodiy of ills :Architect shall not he restricted, Modified or extended a ithout Nvi-mcii agrcerucnt of the Owner :Ind Architect wish consent of to Cunlrartur, which consent shall not he unrcasonahl� withlicicl. AIA DOCUMENT B141 • O\t'NH ARCI II -I F(l AGRF.ti>IFN I' • 1 01 It -I FF \'l if F:DlTR ),N • AIA' • ' *- 198- ll. AMEWCAN tNS rrl'1'1'F. (W AlWl11'I EC-1s, 1_i; XIIU 1'( )111: AC I':NI E..\ \ti _ \C \sl IIN(I'1'().1;, 1),t: 20004, WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. B141 -1987 2 • • 2.6.4 The Architect shall be a representative of and shall advise and consult with the Owner (1) during construction until final payment to the Contractor is due, and (2) as an Additional Ser- vice at the Owner's direction from time to time during the cor- rection period described in the Contract for Construction. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement unless otherwise modified by written instrument. 2.6.5 The Architect shall visit the site at intervals appropriate to the stage of construction or as otherwise agreed by the Owner and Architect in writing to become generally familiar with the progress and quality of the Work completed and to determine in general if the Work is being performed in a man- ner indicating that the Work when completed will be in accor- dance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of the Work. On the basis of on -site observations as an architect, the Architect shall keep the Owner informed of the progress and quality of the Work, and shall endeavor to guard the Owner against defects and deficiencies in the Work. (Alore ewtensive site representation may be agreed to as art Additional Service, as described in Paragrapb 3.2.) 2.6.6 The Architect shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's responsibility under the Contract for Construction. The Architect shall not be responsible for the Contractor's schedules or failure to carry out the Work in accor- dance with the Contract Documents. The Architect shall not have control over or charge of acts or omissions of the Contrac- tor, StthCOntractors, or their agents or employees, or of any other persons performing portions of the Work. 2.6.7 '['tic Architect shall at all times have access to the Work wherever it is in preparation or progress. 2.6.8 Except as nlay otherwise be provided in the Contract Documents or when direct communications have been spe- cially authorized, the Owner and Contractor shall communicate through the Architect. Communications by and with the Archi- tect's consultants shall be through the Architect. 2.6.9 Based on the Architect's observations and evaluations of the Contractor's Applications for Payment, the Architect shall review and certify the amounts clue the Contractor. 2.6.10 The Architect's certification for payment shall consti- tute a representation to the Owner, base([ on the Architect's ohscryations at the site as provided in Subparagraph 2.6.5 and on the data comprising the Contractor's Application for P:n'- ment. th:u, to the best of the Architect's knotwleclge, jntorm:l- lion and belief the Vork has prt�gresse([ to the point indicated and the duality of \Cirrk is in accord.mcc with the Contract Documents. The foregoing representations are suhjcct to an evaluation of the Work for conformance with the Contract Documents upon Suhstantia Completion, to results of suhse- qucnt tests ancf inspections, to minor deviations front the ( :on- t-act Documents correctable prior to completion and to spe- cific gtetlifications cxpressecI by the Architect. The issuance of a Certificate for Pavincnt shall further constitute a representation that the Contractor is entitled to payment in thc amount certi- ficcl. Ilowever, the issu :uu'c of a Certificate for Payment shall not he a represclttation that the Architect hats ( I ) niadc exhaus- tive or continuous on -site inspections to check the quality or quantity of the Work, (2) reviewed construction means, meth- ods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material sup- pliers and other data requested by the Owner to substantiate the Contractor's right to payment or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 2.6.11 The Architect shall have authority to reject Work which does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable for implementa- tion of the intent of the Contract Documents, the Architect will have authority to require additional inspection or testing of the Work in accordance with the provisions of the Contract Docu- ments, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exer- cise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other per- sons performing portions of the Work. 2.6.12 The Architect shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action shall he taken with such reasonable promptness as to cause no delay in the Work or in the con- struction of the Owner or of separate contractors, while allow- ing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not Con- ducted for the purpose of determining the accuracy and Com- pleteness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent required by the Contract Documents. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of construction MC-211S, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assel"hty of which the item is a componcnt- When professional certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, the Architect shall be entitled to rely upon such certification to establish that the materials, systems or equip- ment will meet the performance criteria required by the Con- tract Documents. 2.6.13 The Architect shall prepare Change Orders and Con- struction Change Directives, with supporting documentation and data if deemed necessary by the Architect as provided in Stlhparagraphs 3.1 .1 and 3 -3.3, for the Owner's approval and execution in accordance with the Contract DoCLIEnCnt5, and May authorize minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 2.6.14 1lie Architect shall conduct inspections to cictcrtninc the date or dates of 5uhstantial Completion :Wild the clale of f inal completion, shall receive and forward to the Owner for the Uwner's review and rrcords written warranties and retained documents required by the Contact Documents and asscm- hled by the Contractor, and shall issue :t 1,111:11 Certificate fill Pay- ment upon c'omplianc'e tyith the requirenu•nts of the Contract Documents. Aft DOCUMENT B141 • O�YNFR -AR( :l Ill'r.CT AGREEMENT • FOURTEENTH EDITION • AIA® • ©19H7 3 B141 -198% 1'111, AMERICAN INS-1 I "IUTE OF ARC11I't rs, 1735 NF.W YORK AVENUE, NW., WASHINGTON, D.C. 200oo, WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. 0 0 2.6.15 The Architect shall interpret and decide matters con- cerning performance of the Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.6.16 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial deci- sions, the Architect shall endeavor to secure faithful perfor- mance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for results of interpretations or decisions so rendered in good faith. 2.6.17 The Architect's decisions on matters relating to aesthe- tic effect shall be final if consistent with the intent expressed in the Contract Documents, 2.6.18 The Architect shall render written decisions ,Jrhin a reasonable time on all claims, disputes or other matters in ques- tion between the Owner and Contractor relating to the execu- tion or progress of the Work as provided in the Contract Documents. 2.6.19 The Architect's decisions on claims, disputes or other matters, including those in question between the Owner and Contractor, except for those relating to aesthetic effect as pro- vided in Subparagraph 2.6.17, shall be subject to arbitration as provided in this Agreement and in the Contract Documents. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 Tile services described in this Article 3 are not included in 13 :isic services unless so identified in Article 12, and they shall he paid for by the Owner as provided in this Agreement, in addition to the compensation for 13asic services. The services clescribcd tinder Paragraphs 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Paragraph 3.3 are required due to circumstances beyond the Architect's contvol, the Architect shall notify the O\vner prior to cony nlencing such services. If the Owner deems that such sen ices descrihcd under Paragraph 3.3 are not required, the Owner shall give prompt written notice to the Architect. If the Owncr indicates in writing that all or part of such Contingent Addi- tional Services arc not required, the Architect shall have rio obli- gation to provide those scr ices. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive rcpresenr,irion at the site than is described ill subparagraph 2.0.5 is required, the Architect shalt provide one or more I'roicct Repreacncttiycs to assist in carr\-- ing out such additional on -site responsihiljtics. 3.2.2 Project Represent :rtivcs shall he selected, enlplclved and directed by the Architect, ;tncl the Architect shall he compen- sated therefor as agrccd by the Owner :tnd Architect. The duties, responsibilities :end limitations of authority of Projcct RcpresenrltiveS shall he as descrihcd in the edition of AIA Document 13ii2 current as of the d:uc of this Agreement, tlnlc.ss othcryisc :igrcc•d. 3.2.3 Through the observations by such Project Represen- tatives, the Architect shall endeavor to provide further protec- tion for the Owner against defects and deficiencies in the Work, but the furnishing of such project representation shall not modify the rights, responsibilities or obligations of the Architect as described elsewhere in this Agreement. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making revisions in Drawings, specifications or other documents when such revisions arc: .1 inconsistent with approvals or instructions previously given by the Owner, including revisions made neces- sary by adjustments in the Owner's program or Proj- ect budget; .2 required by the enactment or revision of codes, laws or regulations subsequent to the preparation Of such dOCLInlents; or .3 due to changes required as a result of the Owner's fail- ure to render decisions in a timely manner. 3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, qual- ity, complexity, the Owner's schedule, or the method of bid- ding or negotiating and contracting for construction, except for services required under Subparagraph 72.5. 3.3.3 Preparing Dm %vings, specifications and other documen- tation and supporting data, evaluating Contractor's proposals, and providing other services in connection with Change Orders and Construction Change Directives. 3.3.4 Providing services in connection \with evaluating substi- tutions proposed by the Contractor and making subsequent revisions to Drawings, specifications and other dOCUnlCIlUltion resulting therefrom. 3.3.5 Providing cunsulrition concerning replacement of \Mork damaged by fire or other C1u5C during construction, and fur- nishing services required in connection with die replacement of such ',York. 3.3.6 Providing services made necessary by the dcfilult of the Contractor, by major defects or deficiencies in the Work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction- 3.3.7 Providing .services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the Work, 3.3.8 Providing services in connection with a public hearing. arbitration proceeding or Icgal proceeding except %yhere the Architect is party thereto. 3.3.9 Preparing dOCLInIClIIS for tltenitltC, separate or sequential bids or providing scn'icc :s in connection with bidding, rlegoti :r tion or construction prior to the completion of the Construc- tion Documents Phase. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing analyses of the ()%yner's needs and prugrXii- nting the requirements of the Project. 3.4.2 Pnlyiding financial fcasihility or other special studies. 3.4.3 Providing pLrnnill ; stress, site ccalu:uions or com pamltivc studio of prnspcctivc .sites. AIA DOCUMENT 9141 • O\XNFR- ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA" - rd198" TH1' ,AA11:RlCAN 1N51 ITt TE OI' ARCHITF.CI S, 1715 NE\a' YORE: AA'F.NUF, ti W., WASHINGTON, DC 2004K, WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. B141 -1987 4 0 0 3.4.4 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. 3.4.5 Providing services relative to future facilities, systems and equipment. 3.4.6 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. 3.4.7 Providing services to verify the accuracy of drawings or other information furnished by the Owner. 3.4.8 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordi- nation of services required in connection with construction performed and equipment supplied by the Owner. 3.4.9 Providing services in connection with the work of a con- struction manager or separate consultants retained by the Owner. 3.4.10 Providing detailed estimates of Construction Cost. 3.4.11 Providing detailed quantity surveys or inventories of material, equipment and labor. 3.4.12 Providing analyses of owning and operating costs. 3.4.13 Providing interior design and other similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment. 3.4.14 Providing services for planning tenant or rental spaces. 3.4.15 Making investigations, inventories of materials or equip- ment, or valuations and detailed appraisals of existing facilities. 3.4.16 Preparing a set of reproducible record drawings shov- ing significant changes in the Work made during construction based on marked -up prints, drawings and other data furnished by the Contractor to the Architect. 3.4.17 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation. 3.4.18 Providing services after issuance to the Owner of the final Certificate for Payment, or in the absence of a final Cer- tificate for Payment, more than 60 days after the date of Sub- stantial Completion of the Work. 3.4.19 Providing services of consultants for other than archi- tectural, structural, mechanical and electrical engineering por- tions of the Project provided as a part of Basic Services. 3.4.20 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance %with generally accepted architectural practice. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall provide full information regarding requirements for the Project, including :I program which shall set forth the Owner's objectives, schedule, constraints and cri- teria, including space requirements and relationships, flexi- hiiit %', expandability, special equipment, systems and site rcquircmcnts. 5 B141 -1987 4.2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. 4.3 If requested by the Architect, the Owner shall furnish evi- dence that financiai arrangements have been made to fulfill the Owner's obligations under this Agreement. 4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. 4.5 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights -of -way, restrictions, easements, encroachments, zoning, deed restric- tions, boundaries and contours of the site; locations, dimen- sions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. 4.6 The Owner shall furnish the services of geotechnical engi- neers when such services are requested by the Architect. Such services may include but are not limited to test borings, test pits, determinations of soil hearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resis- tivity tests, including necessary operations for anticipating sub- soil conditions, with reports and appropriate professional recommendations. 4.6.1 The Owner shall furnish the services of other Consul- tants when such services are reasonably required by the scope of the Project and are requested by the Architect. 4.7 The Owncr shall furnish structural, mechanical, chemical, air and water pollution tests, tests for hazardous materials, and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. 4.8 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of tltc Owner. 4.9 The services, information, surveys and reports required by Paragraphs 4.5 through 4.8 shall be furnished at the O%vner's expense, and the Architect shad] be cntiticd to rely upon the accuracy .in([ completeness thereof. 4.10 Prompt written notice shall be given hr the Owncr to the Architect if t11c Owner beconus aware of any fault or defect in the Project or nonconformance with the Contract Documents. 4.11 The proposed I:Inguage of certificates or ccrtifications requested of the Architect or Architect's consultants Shaul he submitted to the Architect for review and approval at Icast l -i clays prior to execution. The Owner shall not request ccrtitical- tions than would require knowledge or services beyond the scope of this Agrecrucm, AIA DOCUMENT B141 • OWNER- ARCIII- I 'FC'1' AGR1 ?I':`1GNl' • FOURTFEN -111 1•IVI ION • AIA'' • V 199- Tali AMERICAN INS- 1'Il'l1'1T OFARCIIITF( °I -S, 1735 NFN'.' YORK AyliNUE, N.V(•., OCASHINGTON. DA: hro[K, WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. C ARTICLE 5 CONSTRUCTION COST 5.1 DEFINITION 5.1.1 The Construction Cost shall be the total cost or esti- mated cost to the Owner of all elements of the Project cjcsigned or specified by the Architect. 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the O-wrler and equipment designed, specified, selected or specially provided for by the Architect, plus it reasonable allowance for the Con- tractor's overhead and profit. In addition, a reasonable allow- ance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work cluring construction. 5.1.3 Construction Cost does not include the compensation of the Architect and Architects consultants, the costs of the I ;ind, rights -of -way, financing or other costs which are the respon- sibility of the Owner as provided in Article 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Con- struction Cost, if any, prepared by the Architect, represent the Architect's best judgment ;is a design professional familiar with the construction industry. it is recognized, however, that nei- ther the Architect nor the Owner has control over the cost of [ahor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to be the Architect. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement by the furnishing, proposal or establishment of it Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties hereto. If such a fixed limit has been established, the Architect shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, cony poncnt systems and types of construction arc to be included in the Contract DoCUnhCnCS, to make reasonable adjustments in the scope of the Project and to include in the Contract Docu- ments alternate hills to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in (tic Contract Sum occurring after execution of the Contract for Construction- 5.2.3 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall he adjusted to reflect changes in the general level of prices in the construction industry hCVLVCCn the date of submission of the Construction DVCUI11Clts to the Owner and the date on which proposals arc sought. 5.2.4 If a fixed limit of Construction Cost (adjusted as pro - vidcd in Subparagraph 5.2.3) is exceeded by the lowest hona fide bid or negotiated proposal, the Owner shall: .1 give written approval of an increase in such fixed limit; .2 authorize rebidding or renegotiating of the Project %within a reasonable time; .3 if the Project is abandoned, terminate in accordance with Paragraph 8.3; or .4 cooperate in revising the Project scope and quality as required to reduce the Construction Cost. 5.2.5 If the Owner chooses to proceed udder Clause 5.2.4,-1. the Architect, without additional charge, shall modify tlhe Con- tract Documents as necessary to comply with the fixed limit, if established as a condition of this Agreement. The modification of Contract Documents shall be the limit of the Architect's responsibility arising out of the establishment of a fixed limit - The Architect Shatl be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. ARTICLE 6 USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS 6.1 The DraTtivings, Specifications and other dOCUII)CIIIS pre- pared by the Architect for this Project are instruments of the Architect's service for use solely with respect to this Project and. unless otherwise provided, the Architect shall be deenlect the author of these documents and shall retain all common law, statutory anti other reserved rights, including the copyright. The O -caner shall he permitted to retain copies, including repro - ducib[e copies, of the Architect's Drawings, Specifications and other documents for intbrmation and reference in connection with the Owner's use and occupancy of the Project. The Archi- tect's Drawwings, Specifications or other documents shall not he used by the Owner or others on other projects, for additions to this Project or for completion of this Project by others, unless the Architect is adjudged to be in deEtult under this Agreement, except by agreement in writing and with appropriate compen- sation to the Architect. 6.2 Submission or distribution of dULUInCmS to meet official regulator requirements or for similar purposes in connection with the Projcct is not to he construed as publication in deroga- tion of the Architects reserved rights. ARTICLE 7 ARBITRATION 7.1 Claims, disputes or other matters in question between the parties to this Agreement arising out of or relating to this Agree- ment or preach thereof shall be subject to and decided by arbi- tration in accordance with the Construction Industry Arbitra- tion Rules of the American Arbitration Association currently in effect unless the parties mutually agree otherwise. 7.2 Demand for arbitration shall he filed in writing with the other party to this Agreement and with the American Arbitra- tion Association. A demand for arbitration shall he made within a reasonahle time after the claim, dispute or other matter in qucstioul hats :[risen. In no event shall tike demand for arhitration be made after the date -,wfucn institution of Icgal or equitable proceedings based on such ciainh, dispute or other matter in question would be barred by the applicable statutes of limitations 7.3 No arbitration arising out of or relating to this Agreement shall include, by' consolidation, joinder or in an} other manner, :In additional person or entity not a party to this Agreement, AIA DOCUMENT B141 • OWNER- ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIAA • 0198 - THE AMERICAN INSTI'T'UTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, 1).C. 2t119N, WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. B141 -1987 6 • 11 except by written consent containing a specific reference to this Agreement signed by the Owner, Architect, and any other person or entity sought to be joined. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent or with a person or entity not named or described therein. The foregoing agree- ment to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by the parties to this Agreement shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof. 7.4 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. ARTICLE 8 TERMINATION, SUSPENSION OR ABANDONMENT 8.1 This Agreement may be terminated by either party upon not less than seven 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. 8.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for ser- vices performed prior to notice of such suspension. When the Project is resumed, the Architect's compensation shall be equi- tably adjusted to provide for expenses incurred in the interrup- tion and resumption of the Architect's services. 8.3 This Agreement may be terminated by the Owner upon not less than seven days' written notice to the Architect in the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for more than 90 consecutive drys, the Architect ntay terminate this Agreement by giving written notice. 8.4 Failure of the Owner to make payments to the Architect in accordance with this Agreement shall be considered substantial nonperformauncc and cause for termination. 8.5 If the Owner fails to make payment wlhcn due the Archi- tect for services and expenses, the Architect may, upon seven days' written notice to the Owner, suspend performance of scr- vices under this Agreement- Unless payment in full is received by the Architect within seven days of the date of the notice, Elie suspension shall take effect without further notice. In the event of a suspension of services, the Architect shall have no liability to the Ocvncr for delay or damage caused the Owner becarusc Of Such suspension of set ices. 8.6 in the event of termination not the fault of the Architect, the architect shall be compensated for services performed prior to termination, together -,with 116111hursable Expenses then (file and ;ll Termination E ?xpcnscs as defined in Paragraph 8.7. 8.7 -Termination Expanses are in addition to compensation for Basic and Additional Services, and include cxpcnses which arc directly Attribtrtahle to termination. 'Termination Expenses shall he computed :Ls a percentage of the total compensation for Basic Services and Additional Services earned to the time of ter- mination, :is follows: 1 Twcnty percent of the total Coll perhsaIion for Basic and Additional Services canned to date if termination occurs before or during the predesign, site analysis, Or schematic Design Phascs; or .2 Ten percent of the total compensation for Basic and Additional Services earned to date if termination occurs during the Design Development Phase; or .3 Five percent of the total compensation for Basic and Additional Services earned to date if termination occurs during any subsequent phase. ARTICLE 9 MISCELLANEOUS PROVISIONS 9.1 Unless otherwise provided, this Agreement shall be gov- erned by the law of the principal place of business of the Architect. 9.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201, General Conditions of the Con- tract for Construction, current as of the date of this Agreement. 9.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall com- mence to run not later than either the date of Substantial Com- pletion for acts or failures to act occurring prior to Substantial Completion, or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion. 9.4 The Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, but only to the extent cov- ered by property insurance during construction, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201 , General Conditions of the Contract for Construction, current as of the date of this Agreement. The O-.vncr and Architect each shall require similar waivers from their contractors, consultants and agents. 9.5 The O%vner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other pare, to this Agreement and to the partners, succes- sors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither Owner nor Architect shall assign this Agreement without the written con- sent of the other. 9.6 This Agreement represents the entire and integrated agrec- ment between the Owner and Architect and supersedes all prior negotiations, representations or agreements, either writ- ten or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. 9.7 Nothing contained in this Agreement shall create a contrac- tual relationship with or a cause of action in favor of a third party against either the Owner or Architect. 9.8 Unless otterwise provided in Ellis Agreement, the Architect and Architect's consultants shall have no responsibility for the discovery, presence, handling, ranoval or disposal of or exl)o- sure of persons to hazardous nta[crials in any format the Project site, inCludirg but 1101 limited to aslxstos, asbestos products, polychlorinated biphenyl (PCB) or other toxic substauhccs. 9.9 The Architect shall have the right to include ncprescilta- lions of the design of the Project, irICluding photographs of the cx[crior and interior, among the Arc'hitect's promotional and professional materials. The Architect's materials shall not inCludc the Owner's confidential or proprietary inform;ttion it the Owner has previously advised the Architect in writing of AIA DOCUMENT B141 • OWNER ARCIIITECT AGREEMENT • FOURTEENTH EDIT[ON • AIA", • ©1987 7 B141 -1987 Tln: AMERICAN IN I ITU rE Oh ARCIIITECTS, 1 735 NEW 1'ORK AVENUE, NW., WASHINGTON, 1)C 2rNN)6 WARNING: Unlicensed photocopying violates U -S- copyright taws and is subject to legal prosecution. 11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost, progress payments for Basic Services • in each ph;tse shall total the following percentages of the total Basic Compensation payable: (Insert auditioned phases cu appropriate.) Schematic Design Phase: Design Development Phase: Construction Documents Phase: Bidding or Negotiation Phase: Construction Phase: percent (20 ' /,) percent (15 %) percent (40 /r) percent ( 5 `i ) percent (9O Wo) $16,500 12,375 33,000 4,125 16,500 Total Basic Compensation: one hundred percent (100 %) $82,500 11.3 COMPENSATION FOR ADDITIONAL. SERVICES 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 3.2, compensation shall he com- puted as follows: KJLTTPT-E OF HOURLY SALARY x1.3 x 2.25. 11.3.2 FOR ADD[TIONAI. SFRVKAl S Of. •I IIE :\RCI111.1iCT, as described in Articic.S i and 12, other 111;[11 (1) Additional Project Rcl)rcticntation, as dcscrihcd in Paragraph i_ 2, and (2) scrviccs inc'ludcd in Article L' as 1)art of B:ISic Scn ICCS, but CXC[uding Scrviccs of C0)I1SUICAMS, Compensation sh:111 he crmtputcci ;[.S Iirllows: ifrr r 1 hrr.,i Ill t nrrrpe«,rrrn,n, .... drub rw s mid nr nr «Ifr/ ! . "I 1)wo 1)i 7 ! r,n«nt f l ,l,crra, ir„ l',-irr, iprrl.' rrra/ rnr /,lr,l�t.t,, - -, rued rdrrrtif r i'rim it "il, nu,l Jrts�ri 1. . nrf l ,ace,. rJ ,erin irrd hlr rrtrll �pc sibs ±t r rrr<•, t" n lur1, la ril, mere 1111 Ihnr 1, .ri r,mfp, u,rr'r rr .yrpli•. if ne, " .rrrr r Principal $85- Project Manager 85- Project Architect 65- Interior Designer 50- Production Arch. 55-- Tech Support 40- 11.3.3 G��� yr llVe [� ��ihi(���t. SERVICES UQ CONS I;LTAN7'S, including additional structural, mechanical and electrical engineering services and those provicled under Suhparagraph 3.4.19 or identified in Article 12 as part of Additional Services, -I nulltiple of One (1.O ) tirtics the :utuwnts hilled to the Architect for such services. llderrrr /l• spot11rc Ilpcc (,JcmIsrdIWWS ill Arlich, 12. rJ req «ircd.) 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REI,bIBURSABI.I: EXPENSES, as described in Paragraph 10.2, and anv other items included in Article 12 as Rcimbursabfe Expenses, a multiple of One (1.0 } times the expenscS incurred by the Architect, the Architect's employees and consultants in the interest of the Project. 11.5 ADDITIONAL PROVISIONS 11.5.1 IF THE BASIC; SERVICES covered by this Agreement have not been completecl within FOU� ( 24 ) months of the date hereof, through no fault of the Architect, extension of the Architect's sen•Icc. hevonc [hat timc.Shall be compensated is provides! in Subparagraphs 10.3.3 and I Li. 2. 11.5.2 Payments are due and payah6-_F4qttrt15M ! !� 3� ( ) da}S from the d:uc of (11c r \rdtitcct•s invoice. :lnututlts unpaid T it _ ey14 ( .3'� 1 ) d:lys after the in oicc date shall heir interest at tits rate entered below, or in the absence thereof at t)rC legal rate pre ,.-ailing from time to time at the princip:il place Of httSiness of the Architect. (lrtavf rill'. uI urfer ��,! rr,�reell lip-1) if 'curl luu:c rend r['r /rrrrenu•rrts und", f1w Fedrrrr/ I rWh irr Lerrdi«,g :ICf. ±i"Ithir slutc cruel 1", al cr,n.:rmrrr, l still Lrux roof other r,•,�ulan,rrt, of the Ore urr ', rued Jri hr teLt .1 pr1 «C i/lad ll![r( -1'., r� hlr.cr lit' \'\ 1111' lr,l- (ftir»r t'l the l�l.rl�l'[t all r! el,,elr'h('1'f' !rrrr l' (r/ll'(l lbe r'r(lrrhil q rhl, 1 r lfrr•t -till' lt'•r;al adl lr l' \hr,ldd ht• rlllt(n!led It Ill, reyrrr't rr, r!c &!«ur, rvr murk /itntions. and rrlsn rt•,�ertl/r {� n-gllirenrerrf., 'm 1"r, wrillett ritcc1w1lr •.e or u'uir'er,.l AIA DOCUMENT 8141 - OWN R AKCfII I RI "I AGREh:MFN'1' - Ftn'Itl'Iil(N' "1II FIATION • AIA'', • `!198- 9 B141 -1987 'I IIF AMERICAN rNtiIll I 'I'F OF AW!IIH FC I ti, 1-15 NFWYORK : VFNI I., N%*, A,HING I ON, DC 2r10l>t, WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. • • the specific information considered by the Owner to be confi- dential or proprietary. The Owner shall provide professional credit for the Architect on the construction sign and in the pro- motional materials for the Project. ARTICLE 10 PAYMENTS TO THE ARCHITECT 10,1 DIRECT PERSONNEL EXPENSE 10.1.1 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary con- tributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 10.2 REIMBURSABLE EXPENSES 10.2.1 Reimbursable Expenses are in addition to compensa- tion for Basic and Additional Services and include expenses incurred by the Architect and Architect's employees and con- sultants in the interest of the Project, as identified in the follow- ing Clauses. 10.2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized out -of town travel; long - distance communications; and fees paid for S(:cur- ing approval of authorities having jurisdiction over the Project. 10.2.1.2 Expense of reproductions, postage and handling of Drawings, Specifications and other documents. 10.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 10.2.1.4 Expense of rendering.,, models and mock -ups requested by the O�.yner. 10.2.1.5 F.xpense of additional insurance coverage or limits, including professional liahility insurmcc, requested by the Owner in excess of that normally carried by the Architect and Architect's consultants. 10.2.1.6 Fxpensc of computer -aided design and drafting eduipment time when used in connection with the Project. 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 10.3.1 An initial payment as set forth in Paragraph 11.1 is the minimum payment under this Agreement. 10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to ser- vices performed within each phase of service, on the basis set forth in Subparagraph 11.2-2. 10.3.3 If and to the extent that the time initially established in Subparagraph 11.5.1 of this Agreement is exceeded or extended through no fault of the Architect, compensation for any ser- vices rendered during the additional period of time shall be computed in the manner set forth in Subparagraph 11.3.2. 10.3.4 When compensation is based on a percentage of Con- struction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are per- formed on those portions, in :accordance with the schedule set forth in Subparagraph 1 1.2.2, based on (1) the lowest bona fide bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent preliminary estimate of Constrttc[ion Cost or detailed estimate of Construction Cost for such por- tions of the Project. 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 10.41 Payments on account of the Architect's Additional Services and for Reimbursable Expenses shall be made monthly upon presentation of the Architect's statement of services ren- dered or expenses incurred. 10.5 PAYMENTS WITHHELD 10.5.1 No deductions shall he made from the Architect's com- pensation on account of penalty, li(Itli(latecl damages or other SLIMS withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been found to be liable. 10.6 ARCHITECT'S ACCOUNTING RECORDS 10.6.1 Records of Reimhursahlc Expenses and expenses per- taining to Additional Services and services performed on the Ixasis of a multiple of Direct Personnel Expense shall he Ivail- ahlc to the Owncr or the O%yner's authorized representative' a[ mutually convenient tines. ARTICLE 11 BASIS OF COMPENSATION 'i'he Owner shall compensate the Architect :as follows: 11.1 AN INITIAL PAYNIF'NT of Zero Dollars (S 0. 00 shall he made upon execution of this Agrccnio:nt and credited to the (hyncr s account at final pay mcnt. 11.2 BASIC COMPENSATION 11.2.1 FOR BASIC SF. RV IC I'S, as cicscrihcd in :Article 2, and :In} other services inclu(Ic(I in Alticic l l as p:ut t)I ISx is Services, I1 sic Compcnsmion shall he computed as follows: / /Il til'I( I'mis "I 'emi'll'rlsalpopr, i1l[1(Irlfll� ,111II111(1Il'r! �1l 111 �. 1/11111l�1l1'.\ !II' �rt'r'c l'r(1(l {I:ti, «Ira! !(!l'!!(l�.L' �ll� «, \(',l irr !!'1 r![!) Ir «I'11t lllr(r' 1111'11 rr rr /� rr� lr,rrl/I!'ll ill (ll rll (IllJ�r l'. f� la "i- s+ury. ) Seven and One Half Per Cent (72%) of the Construction Cost. AIA DOCUMENT 8141 NVK -AM 111 -1 F(T A61WESIEN'T' • FOt R"I FFNTII EDITION • AIA 19H B141 -1987 8 111F A,MEiRRAN IN, I I I' l 1: (N: AR(nI'1'I C"I". I - iS NFac YORK Ay L'NI'E, N W , WASHINGTON, 1) C. 2U11(1G WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. 11.5.3 The rates and multiples set forth for Additional Services shall be annually adjusted in accordance with normal salary review • practices of the Architect. ARTICLE 12 OTHER CONDITIONS OR SERVICES (insert descriptions of other senlices, identify Additional Services included within Basic Compensation and ntodificatio tc to the payrnent and compensation terms included in this Agree"ent.) SEE ATTACHED SUPPLEMENTAL CONDITIONS. This Agreement entered into as of the day and year first written above. OWNER (Signature) (Printed ttante and title (Prinleft rtetnte tend lill(9 1 ) CAUTION: You should sign an original AIA document which has this caution printed in red. An original assures that changes will not be obscured as may occur when documents are reproduced. AIA DOCUMENT B141 • OWNER- ARCEIITECT AGF21'.1'. \If'N'I' • FOURI YNT11 FIVI ION • AIA' • C)19m- 8141 -1987 10 THE A.MFRICAN INSTITVIT OF ARCHFITC rti, 1735 NP. \\ YORf A \'l:Nl'E:, V.V('., %VASHINGTON, 1) C 20006 WARNING: Unlicensed photocopying violates U.S. copyright laws and is subjeot to legal prosecution. 0 SUPPLEMENTAL CONDITIONS 1. Add the following to article 2.2.3: However, the Architect shall ultimately determine the City's Owner's needs with regard to the project including, but not limited to, site evaluation, needs surveys, comparisons with other municipal projects, review of budgetary constraints and other preliminary investigations necessary for the Project. 2. Add the following to article 2.3.2: The Architect shall prepare a report to the Owner specifying his findings and conclusions with regard o the Project. 3. Change article 2.4.2 to read as follows: The Architect shall prepare the final construction documents which shall include, but not be limited to, the bid documents, contract drawings and specifications. The Architect shall assemble the contract documents using the Owner's pre - approved form contract for the contract between Owner and Contractor. The contract documents shall include the designs and specifications and other changes as required to fulfill the purposes of the Project. 4. Delete the following from the last portion of article 2.6.1: "or 60 days after the date of Substantial Completion of the Work." 5. Replace the following from the last portion of article 2.6.2: "unless otherwise provided in this Agreement" with "with all of the pre- approved changes requested by the Owner." 6. Insert the following as the second sentence in article 2.6.5: "The Architect shall visit the site for required weekly inspections and an additional visit shall be made by the Architect to verify each payment request by the Contractor." 7. Delete the following from the last portion of article 2.6.6: "or of any other person performing portions of the Work." 8. Change article 2.6.19 to read as follows: The Architect's decision on claims, disputes or other matters, including those in question between the Owner and Contractor, shall be final and binding upon the parties. 9. Add the following articles: 2.6.20 The Architect warrants the design preparation of drawings, the designation of selection of materials and equipment, the selection and supervision of personnel, and the performance of other services pursuant to this contract to meet the recognized industry standards. w2.621 The Architect shall procure and maintain at his sole cost and expense for the duration of the contract insurance against claims for injuries to person or damages to property which may arise from or in connection with the performance of the work hereunder by the Architect, his agents, representatives, volunteers, employees or subcontractors. 0 The Architect's insurance coverage shall be primary insurance with respect to the Owner, its officials, employees, and volunteers. Any insurance or self - insurance maintained by the Owner, its officials, employees or volunteers, shall be considered in excess of the Architect's insurance and shall contribute to it. 10. Add 3.3.1.4 to read as follows: The architect at his sole expense agrees to make all changes necessitated by cost overruns over the stated budgeted amount of $1,100,000. 11. Delete reference to "arbitration proceeding" in article 3.3.8. 12. Delete article 6.2. 13. Delete Article 7 in its entirety. 14. Delete the following from the last portion of article 8.6: "and all Termination Expenses as defined in Paragraph 8.7." 15. Replace article 8.7 with the following: 8.7 Owner may at any time terminate the Project for convenience. At such time, Owner shall notify the Architect who shall cease work immediately upon receipt of such notice. The Architect shall be compensated for the services performed and reimbursable expenses incurred prior to the termination. 16. Add the following articles: 9.10 All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. 9.11 The relationship of the Architect to the Owner shall be that of an independent contractor. 9.12 Both the Architect and the Owner agree that the proper venue for any dispute arising under this Agreement is Baytown, Harris County, Texas. • 17 Add the following to article 10.2.1: However, before the Owner shall be liable for any of the below - referenced reimbursable expenses, the Architect must obtain the prior approval of the Owner or the Owner's representative of any expense for which the Architect seeks reimbursement. The Owner agrees that approval of expenses will not be unreasonably withheld. 18. Delete articles 10.2.1.4, 10.2.1.5 and 10.2.1.6. 19. There shall be no right to arbitration under this Agreement and all references herein to the same are hereby deleted. b:klh5 /6tyhaII •