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Ordinance No. 7,228950209 -6 ORDINANCE NO. 7228 • AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST TO AN AGREEMENT WITH TACKETT LODHOLZ ARCHITECTS, INC., TO FURNISH ARCHITECTURAL SERVICES FOR THE CONSTRUCTION OF FIRE STATION NO. 3 AT THE PINEHURST SUBDIVISION; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN, THE SUM OF THIRTY -EIGHT THOUSAND AND N01100 DOLLARS ($38,000.00); 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 Tackett Lodholz Architects, Inc., to furnish architectural services for the construction of Fire Station No. 3 at the Pinehurst Subdivision. 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 Tackett Lodholz Architects, Inc., of the sum of THIRTY -EIGHT THOUSAND AND N01100 DOLLARS ($38,000.00), 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. xz& rr 4��' PETE C. ALF 0, Mayor ATTEST: EILEEN P. HALL, City Clerk APPROVED AS TO FORM: l ACIO RAMIREZ, City Attorney legal / council lfebruary/2- 9- 95authAGREEtackett T H E A M E R I C A N t N S T t T U T E O F A R C H I T E C T S 0 • EXHIBIT A AIA Document B141 Standard Form of Agreement Between Owner and Architect 1987 EDITION THIS DOCUMENT HAS IMPORTANT L GAL CONSEQUENCES; CONSUL 7A77ON lr''I7-1-1 AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMI'LIiTION OR jt1ODI1--ICA770N. AGREEMENT made as of the 27th day of January Nineteen Hundred and Ninety -f ive BETWEEN the Owner: City of Baytown (,\ennc(1)141address) 2401 Market Baytown, Texas 77522 -0424 and the Architect: Tackett Lodholz Architects, Inc. (Nwpw card address) 3270 S u l Ross Houston, Texas 77098 For the following Project: (hrdudc clelcriled description r j Project, Rxatiort, address acrd scope -) in the year of This project includes architectural design, engineering, plans, specifications, cost estimates, bid evaluation and construction management for the construction of Fire Station Three on property owned by the, City of Baytown at 13500 Pinehurst Drive, Baytown, Texas. The budget for this project is approximately $450,000.00. The Owner and Architect agree as set forth bclow. Copyright 1917, 1926, 1948, 1951 , 1953, 1958, 1961, 1963, 1900, 1967, 1970, 1974, 1977, © 1987 by The American Institute of Architects. 1735 Ncw York Avenue, N.W., Washinglon, D.C. 20000. Reproduction of the ntateri•al herein or suhstantial yuot:uion of its provisions without written permission of the AIA violates the copyright IaWs ol'tlie United Srnes:tnd will he subicct to legA prosecution. AIA DOCUMENT 8141 • OWNER- ARCHITECT AGREIihIl'N1' • FOURTEENTH EDITION • AIA° • ©1087 THE AMERICAN INSTITUTE OF ARCHITECIS. 1735 NEW YORK AVENUE, N W, WASHINGTON, D.C. 2(XW) B141-1987 1 WARNING: Unlicensed photocopying violates U.S. copyright laws and Is subject to legal prosecution. • E 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 any 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 he adjusted is the Project proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Projcct. Time limits established by this schedule approved by the Owner shall not, except for rraxmablc cause, be exceeded by the Architect or Owner. 1.1.3 The services covered by this Agreement arc subject to the time limitations contained in Subparagraph 11.5.1. 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 stnlc- iural, 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 0-wrier. 2.2.2 The Architect shall provide a preliminary evaluation of the Owner's program, schedule and construction budget requirements, each in terms of the other, subject to the linhita- tions set forth in Subparagraph 5.2.1. 2.2.3 The Architect shall review with the Owner alternative approaches to design and construction of the Project. 2.2.4 Based on the mutually agreed -upon program, schedule and construction budget requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Docu- ments consisting of drawings and other documents illustrating the scale and relationship of Projcct components. 2.2.5 The Architect shall submit to the Owner :I prclinainan- estimate of Construction Cost based on current area, volume or other unit costs. 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 I9ascd on the approved 5chcin:ttic Design DUCUIllcll[S and any adjusuncnts authorized by talc Owner in the program, schedule or construction budget, the Architect shall prepare, for approval by the Owner. Design 1e+r10prticrll DOCUrllcnt. consisting of drnvings and other ducumcnls to fis and describe the size and character of the Project as Io architcCu,wit, siruc- tur 1, mechanical and electrical systems, materials and such other elements as may be appropri: ic. 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 Docu- ments and arty further adjustments in the scope or quality of the Project or in the constntction budget authorized by the Owner, the Archirect shall prepare, for approval by the Owner, Construction Documents consisting of Draa-ings and Spccific.t- 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 prcpambon of the necessan, bidding information, bidding forms, the Condi- tions of the Contract, and the foml of Agreement between the Owner and Contractor- 2.4.3 Tile Architect shall advise the Owner of a ny adjusttllents to previous preliminary estimates of Construction Cost indi- cated by changes in requirements or general market cortditions. 2.4.4 The Architect shall assist the Owner in connection with the Owner's responsibility for filing docunlc•nts required for the approval of governmental authorities haying, jurisdiction over the Project. 2.5 BIDDING OR NEGOTIATION PHASE 2.5.1 The Architect, following the Owner's approval of the Construction Documents and of the latest preliminary estimate Of Construction Cost, shall assist the O+yner in obtaining bids or negotiated proposals and assist in awarding and preparing contracts for construction. 2.6 CONSTRUCTION PHASE — ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Architect's responsibilit+• tO provide Etasii sc-rvic'es for the Construction Phase under tlis Agrecnlcnl conuncnecs with the ;n +aid of the Contract for Construction and Icrnli- nawN at the carlicr of ale issuance to the Owner of the final Ccrtitic:tc li)r 1'aynlcnt or 00 days ;liter the date of Substan- tial Completion of tilt• \ \6A 2.6.2 The Architect shall provide administration of the Con- tract for Consrruction as set forth hclow and in the edition of AIA DOCUnicni A201, General Conditions of the Contract for Construction, current ;is of the (tilt• of this Agreement, unless othcr+vise provided in this Agrcemcnl. 2.6.3 Uutics, respnn.cihilitics and limitations of autholin of the Architect shall not be restricted, tuodilicd or cr-tended Without wrirtcn agrec•trtent of the Owner and Architect with consent of the Contractor, which consent shall not be unrrasonahh +upheld. AIA DOCUMENT 8141 • Ovt•NtiH•ARCIIITECI AGREEMENT • FOURTEENTH EDITION • AIA°' • 0,1987 I Ills AMF81CAN rNti'11TU'I'It OF AR(ANTECTS, 1 ?35 NE.ut' )'OItK AVENIT. N.\X . WA',111N(; 'ION. 1) C !)(XX, WARNING: Unlicensed photocopying violates U.S. copyright laws and Is subject to legal prosecution. [ *E-155RDIFAW4 0 • • 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 Ohvncr only to the extent provided in this Agreement unless othcrvise 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. (More twtensire site representation »ray be agreed !o as alit Additional Scmic'e, ns described inn Parrrgrcrph 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 arc solely the Contractor's responsibility under the Contract for Construction. The Architect shall not be responsible for the Contractor's schedules or failure to earn, out the York in accor- dance with the Contract Documents, The Architect shall not have control over or charge of acts or omissions of the Contrac- tor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work, 2.6.7 The Architect shall at all times have :recess to the Work. wherever it is in preparation or progress. 2.6.8 Except is may otherwise be provided in the Contract Documents or when direct communications have been spc- ciallh• 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 Massed on the Architect's observations and evaluations of the Contractor's Applications for Payment, the Architect shall review and certify the amounts due the Contractor. 2.6.10 The Architect's certification for payment shall consti- tute a representation to the O%vncr, based on the Architect's observations at the site as provided in Subparagraph 2.6.5 and on the data comprising the Contractor's Application for Pay- ment, that the Work h.ts progressed to the point indicalcd and that, to the hest of the Architect's knowledge, information and belief, quality of the Work is in accordance hyith the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract DOCll11l(2I11S upon Substantial Completion, to results of suhsc- qucnt tests arid inspections, to minor deviations from the Con- tract Documents c'orrecfahlc prior to completion and to spe- cific qualifications cxpresscd by thc• Architect. 'I he issuance Of a Ccrtiffcauc for Pavincnt shall funhcr constitute a representation that the Contractor is entitic•cl to paynunt in the arnnunt ceru- licd. However, the issuance of a Ccrtifrcmc fir Pavntenl shall not be :t rcprc :scnl :rtion that the Architect has (1) m :rdc exhauS- Iiye• or continuous On -sire' 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 Oxvncr to substantiate the Contractor's right to payment or (4) ascertained how or for what purpose the Contractor has used nioney previously paid on account of the Contract Sum. 2.6.11 The Architect sll:dl have authority to rcicct \C'ork whirl does not conform to ille Contract Documents. W'Ihcnever the Architect considers it necessary or advisable for inlpenlenta- 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 [lie Architect nor a decision made in good failh either to exercise or not to exer- cise such aulllOrity shall give rise to a duty or responsibility of uhc Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other per- sons performing portions of ills Work. 2.6.12 Tile Architect shall review and approve or take other appropriate action upon Contractor's Subrltrttals Such :is Shop Drawings, Product Data and tramples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract DOCLUIXIlt.S. 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 revichy. Review of such subrllittals is not Con- ducted for the purpose of determining the accuracy and com- pleteness of other details such is dimensions and quantities or for substantiating instructions for installation or perforrtlancc of cquipiucnt or systems dcSigncd by tllc Contractor, all of hyhich remain the responsibility of the Contractor to the extent required by ills Contract Documents. The Architect's revichy shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, Of construction means, methods, techniques, sequences or procedures. "file Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. 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 materia1S, systems or cquip- ment will meet the performance criteria required by the Con- tract Documents. 2.6.13 Tile Architect shall prepare Change Ordcrs and Con- struction Changc Directives, with supporting documentation and data if dccnlcd necessary by the Architect as provided in Subparagraphs 3.1.1 and 3.3.3, for the Owner's approval and execution in accordance with the Contract Documents, and may authorize minor changes in the Work not involving an adjustment in the Contract Suns or an extension of the Contract Tinhc which :ire not inconsistent with the intent of the Contract Documents. 2.6.14 The Architect shall conduct inspections to determine the elate or date, of Substantial Completion and the date of final completion, shall receive and lOr%%ard to file Ov.-ocr for the Owner's reyicw and rccordS written vyarranties and rchicd dncunlents rcguircd by the Contract I)elcumcutS and assem- hled h }. the Contracur, and shall issue a final Ceriitic tc for i'ay- ntcnl upon compliance with the requirements ()fill(: Contract Documents. AIA DOCUMENT 9141 - ONX NER- ARCH11 ECT AGREEMEN'J' - FOURT'EENTii EDITION - AIA- - O 19x7 3 $141 -1987 TI IF. AMEHICAN INSTITI'TE OF AHCI IITECTS, 17j5 NEW YORK AVENUE, N.W„ WASHINGTON. DC 20IH16 WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. C� 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 he made with reasonable promptness and within any time limits agreed upon. 2.6.16 Interpretations and decisions of the Architect shall he 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 w acstl;e- tic effect shall be final if consistent with the intent expressed in the Contract Documents. 2.6.18 The Architect shall render written decisions within 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 The services described in this Article 3 are not included in Basic 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 comjxnsation for Basic Services. The services described under Paragraphs 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services described tinder Contingent Additional Services in Paragraph 3.3 are required due to circumstances beyond the Architect's control, the Architect shall notify the Owner prior to com- mencing such services. If the Owner deems that such services described under Paragraph 3.3 arc not required, the Owner shall give prompt written notice to the Architect. If the Owner indicates in writing that all or part of such Contingent Addi- tional Services arc not rcquircd, the Architect shall have no obli- gation to provide those services. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Subparagraph 2.6.5 is required, the Architect shall provide one or more Project Representatives to assist in earr- ing out such additional on -site responsibilities. 3.2,2 Project Represcrttalk,cs shall he selected, employed :tncl directed by the Architect, and the Architect shall he compcn- satcd therefor :is agreed by the Owner and Architect. The duties, responsibilities and limitations of authority of Projccl Representatives shall he as described in tic edition of AIA Document H352 current as of the dine of this Agreement, unless otherwise agrccd. 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 are: I 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 documents; 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, sire, qual- itv, complexity, the Owncr's schedule, or the method of bid- ding or negotiating and contracting for construction, except for services required tinder Subparagraph 5.2.5. 3.3.3 Preparing Drawings, 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 documentation resulting therefrom. 3.3.5 Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and fur- nishing services rcquircd in connection with the replacement of such Work. 3.3.6 Providing services made necessary by the default 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 submiued by the Contractor or others in connection with the Work. 3.3,8 Providing services in connection with a Public hearing, arbitration proceeding or legal proceeding except where the Architect is early thereto. 3.3.9 Preparing documents for alternate, separate or sequential bids or Providing services in connection ,vith hidding, negotia- tion or cortstnuction Prior to the completion of the Construc- tion Documents Phase. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing analyses of the Ow ncr's nerds anct prorgranr sting the r•quiremcnts of the Project. 3.4.2 Providing fut:ntc-ial fcasihility or ()[her special studies. 3.4.3 Providing planning Sur cys, site cv luanions or cona- paratiwc snudirs of prospective sites. AIA DOCUMENT B141 • OWNER- ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA® • ©14H7 Tull'. A +11!RICAN INSTITUTE OF ARCHITECTS. t735 NEW YORK AVENUE, NW, WASHINGTON, D C. 20(X)6 WARNING: Unlicensed photocopying violates U.S. copyright laws and Is subject to legal prosecution. B141 -1987 4 • 0 3.4.4 Providing special surveys, environmental studies and 4.2 The Owner shall establish and update an overall budget for • submissions required for approvals of governmental authorities the Project, including the Construction Cost, the Owner's other or others having jurisdiction o+•cr the Project. costs and reasonable contingencies related to all of these costs. 0 3.4.5 Providing services relative to future facilities, systems and cquipmcnt. 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 coordF nation of services required in connection with construction performed and equipment supplied by the Owner. 3.4.9 Providing sen•ices in connection ++•ith ilic +work of a con- struction manager or separate consultants retained by tilt• Owner. 3.4.10 Providing detailed cstimatcs 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 servjccs for planning tenant or rental spaces. 3.4.15 Making investigations, inventories of matcrktls or cquip- ment, or valuations and dctuilcd apprais.tis of existing facilities. 3.4.16 Preparing a set of reproducible record drawings silo++• - 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 Compiction of the Work. 3.4.19 Providing services of consultants for other than archi- tectural, structural. mechanical and electrical engineering por- tions of the Projcct 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 a program which shall set forth talc Owner's objectives, schedule, constraints and cri- teria, including space requirements and relationships, flexi- bility, expandability, special equipment, systems and site requirements. 4.3 If requested by the Architect, the O+yncr shall furnish c+•i- dCnc'c that financial arrangements have been made to fulfill the O++•ner•s obligations under this Agreement. 4.4 'I'he Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Projcct. 'I'hc• Owner or such authorized representative shall render dccisjons in .I timely manner pertaining to documents submitted by [lie Architect in order to avoid unrcasonahlc 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 Projcct, and a written Icgal 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, eascnicnis, encroachments, zoning, decd restric- lions, 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 refcrcncc(I 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 arc not limited to test borings, test pits, determinations of soil hearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resis- liyity tests, including necessary operations for anticipating sub- soil conditions, Willi reports and appropriate professional recolranicnd ;lt ions. 4.6.1 The Owner shall furnish the services of other consul- tants when such services are reasonably required by the scope of the Projcct and arc requested by the Architect. 4.7 The Owner 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 I -he Owner shall furnish all legal, accoemting and insurance counseling services as may he necessary at any time for the Projcct, including auditing services the Owner may require to verify the Contractor's Applications for Payment or to ascerrtin how or for what purposes the Contractor hits used the money paid by or on behalf of the Owner, 4.9 The services, information, surveys and reports required by Paragraphs 4.5 through 4.8 shall he furnished at the O+vner's expense, and the Architect shall tic entitled to rely upon the accuracy and completeness thereof. 4.10 Prompt written notice shall be given by the Owner to the Architect if the Owner becomes xxarc of any fault or defect in the Projcct or noncornforntancc with the Contract Documcnis. 4.11 The proposed language of ccrtific:ucs or certification, requested of the Architect or Architect's consultants shall be suhrltiucd to tlic Architect for rcvic++ and approval at least 1A d.tys prior to excculiun. l•hc OR'Iler shall not request ccrhfica- lions that would require kno+wlcclgc or services beyond the scope of this Agreement. AIA DOCUMENT B141 • OWNER-AR(A!ITECT AGREEMENT • FOURTEF.NI'll EDITION • AIA4 • CD 19X7 5 8141-1987 TI IF. AAILRICAN INSITr11TE OF AR( ;Hll'r•.CTS, 1755 NFVt' YORK AVENIJE, N W„ WASHINGTON, U C 21NXli, WARNING: Unlicensed photocopying violates U.S. copyright laws and Is subject to legal prosecution. • A • 0 ARTICLE 5 CONSTRUCTION COST 5.1 DEFINITION 5.1.1 The Construction Cost shall he Elie total cost or c•sli- nlated cost to the U.viier of all elements of the Projcc 1 designed 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 Oevncr and equipment designed, specified, selected or specially provided for by the Architect, plus a 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 during construction. 5.1.3 Construction Cost does not include the compensation of the Architect and Architect's consultants, the costs of the land, 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 as 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 labor, 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 biets 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 by 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 a 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, com- ponent systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Docu- ments alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the 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 be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals arc sought. 5.2.4 If a fixed limit of Construction Cost (adjusted x% pro- vided in Subparagraph 5.2.3) is exceeded by the lowest bona 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 under Clause 5.2.4.4. the Architect, without additional charge, shrill moelify the Con- tract Documents ;is necessary to comply with the fixed limit, if established as ;t condition of this Agrccmcnt. The niodif C Lion of Contract Documents shall be the limit of Elie Architect's responsibility arising out of the establishment of a fixed limit. The Architect shall be entitled to compensation in accordance %with this Agrecmcnt 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 Drawings, Specifications and other documents 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 other -wise provided, the Architect shall be deemecl the author of these documents and shall retain all common tarn , statutory and other reserved rights, including the copyright. The Owner shall be permitted to retain copies, including rcpro- duciblc copies, of the Architect's Drawings, Specifications and other documents for information and reference in connection with the Owncr's use and occupancy of the Project. The Archi- tect's Drawings, 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 default under this Agreement, except by agreement in writing and with appropriate compen- sation to the Architect. 6.2 Submission or distribution of documents to nice[ official regulatory requirements or for similar purposes in connection with the Project is riot to be construed as publication in dcroga- tion of the Architect's 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 Agrec- mcnt or breach thereof shall be subject to and decided by arbi- tration in accordance with the Construction Industn• Arbitra- tion Rules of the American Arbitration Association currently in effect unless the parties mutually agree otherwise. 7.2 Demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitra- tion Association. A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for arbitration he made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would he barred by the applicable statutes of limitation,. 7.3 No arbitration arising out of or relating to this Agreement shall include, by consoGet ition, joinder or in any other manner, ail additional person or entity not a party to this Agreement, AIA DOCUMENT 8141 - OWNER - ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA• - 01987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW., WASHINGTON, D.0 20IX)0 WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. 8141 -1987 6 • 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 dcscribed 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 conscntecl 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 days, the Architect may 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 nonperformance and cause for termination. 8.5 If the Owner fails to make payment when due the Archi- tect for services and expenses, the Architect may, upon seven days' written notice to the Owner, suspend performance of ser- vices under this Agreement. Unless payment in full is received by the Architect within seven days of the date of the notice, the suspension shall take effect without further notice. In the event of a suspension of services, the Architect shall have no liability to the O %•ner for delay or damage caused the Owner bCC:IUSC Of such suspension of services. 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 Reimbursable Expenses then clue and all -Termination Expenses as defined in Paragraph 8.7. 8.7 Termination Expenses are in addition to compensation for Basic ,and Additional Services, and include expenses which are directly altribu(ahlc to termination. 'Termination Expenses shall be computed as a percentage of the total compensation for 13;Lmc tiervices and Additional Services earned to the time of ter- mination, :Is follows: 1 'Twenty percent of the total conlpcnsaion for Basic and Additional Services earned to d:te it termination occurs before or during the predcsign, site analysis, or Schematic Design I'hases; 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 camed 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 havc 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 asset forth in the edition of AIA Document A201, General Conditions of the Contract for Construction, current is of the date of this Agreement. The Owner and Architect each shall require similar waivers from their contractors, consultants and agents. 9.5 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party 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 agree- ment between the Owner and Architect and supersedes all prior negotiations, representations or agreements, either writ- ten or oral. This Agreement may be intended 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 otherwise provided in this Agreement, the Architect and Architect's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or expo- sure of persons to hazardous materials in any formal the Proico site, including but not limited to asbestos, :Isbcstos products, ptlh'chlorinated hiphcnyl (PCB) or other toxic substuxca. 9.9 The Architect shall havc the right to include rcprescma- tions of the design of the Project, including photographs of the exterior and interior, among the Architect's promotional and professional materials ']'he Architect's materials sh:fll nut include' the Owner's Confidential or proprietary inhumation if the Owner has previously advised the Architect in writing of AIA DOCUMENT B141 • OWNF.R-AHCIIITFCT AGREEMENT • FOURTEENTH EDITION • AIAO • cc) 1987 7 B141 -1987 I HE AMFRICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW., WASHINGTON, D.C. 2(NN)6 WARNING: Unlicensed photocopying violates U.S. copyright laws and Is subject to legal prosecution. E • • 0 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 cornpensa- tion for Basic and Additiona[ Services and include cxpenscs 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 secur- 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 renderings, models and mock -ups requested by the Owncr. 10.2.1.5 Expense of additional insurance coverage or limits, including professional liability insurance, requested by the Owner in excess of that normally carried by the Architect and Architect's consultants. 10.2.1.6 Expense of computer -aided design and drafting equipment time when used in connection with the Project. 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 10.3.1 An initial payment a, set forth in Paragraph 1 1.1 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 Architccti 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 arc 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 sci forth in Subparagraph 11.2.2, batted on (1) the lowest hona fide bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed csfiniltC of Construction Cost for such por- tions of the Project. 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 10.4.1 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 be made from the Architect's com- pensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on 3000LInt of the cost of changes in the Work other than those for which the Architect h:as been found to be liahlc. 10.6 ARCHITECT'S ACCOUNTING RECORDS 10.6.1 Records of Reimbursable Expenses and expenses per- taining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense shall be avail- able to the Owner or the Owncr's authorized representative at mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: 11.1 . AN INITIALPAYMENTof not applicable DoII'ars(S _0_ ) shall be made upon execution of this Agreement a)d credited to the Owner's account aI linal payment. 11.2 BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES, as described in Article 2, and any other services included in Article 12 as part of Basic Services, li:Lsic Compensation shall be contputecl as follows: ri+l �l'r! /,q+ "i� r� lrn«J /l'IfStlllU«, lllClll dillJy SliJlfd(!!rd Smr+c, Irr«!llJdrs ur Jn•r�[',nn�r�C, ulfd rdl•rllyl p /,r /.�(l� ff+ lll'J(h Jlrll'ali«6rr' «+r•lAr Hl.+ r f lu«1JN•«"11+n+l tIJ,J,(�"" rJ n�tccs «n,.) $38,000.00 fixed fee AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA' • 019H7 THE AMERICAN INSTITUTE: OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 2(XX)G B141 -1987 8 WARNING: Unlicensed photocopying violates U.S. copyrtght laws and Is subject to legal prosecution. • L 11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost, progress payments for Basic Services in each phase shall total the following percentages of the total I3nsic Compensation payable: • (Irr,erl «ddilinn «l pbel.cr5 «.S [tjrprrrjrriule.) Schematic Design Ph:[sc: Design Development phase: Construction DOCUn)cnts phase. Bidding or Negotiation Phase: Construction Phltsc Total Basic Compensation: 11.3 COMPENSATION FOR ADDITIONAL SERVICES Twenty-four perccnt(24 "�) $ 9,200.00 I)Crcenl ( "i,) Forty — six, perccntA6 Five percent ( 5 ^1;,) Twenty —five percent (25' ,) one hundred percent (100%) $17,500.00 $ 1,900.00 $ 9,400.00 $38,000.00 11.3.1 1011 PROIECT REPRESENTATION BEYOND BASIC SIAWICES, :IS described in Paragratl)h 3.2, curt)pcnNation shall he Cowl- puled .LS follows: These services would only be provided if requested in writing by the Owner. Compensation would be negotiated at that time. 11.3.2 FOR AIMIl IONAI. -,I•:R\ l(A;S OF T111; ARCI IITHCI, aN described in Ar[icics i :HId 12, nthcr than (1) Addition;Il 1'1-ojcct Kc])reNCnta[ ion, aN dcNCrihcd in P:u:[graph 3.2, and (_') services included in :Article 12 as part of [:JSJC ticniCCN, but CxCluding Ncni(CN OI C()nNLlI[MItS. Con)pcnNAtion ,hall he COlnputCd aN fullOwS: i l,n,v -1 iu,J, of r nu.Jn•rr„r ri' N. r,,, LuhrrG rifle, art! in rurrllrfdr•+ u/ INrrr (I'r r,r nine! l q rrrur Jr,r !'r rm rlrul. uud rruJdn rr, �,. «"'I rdr,+Nl t /'rite rJ,, rf, erred , 6+ „rJr rruJ,!„rr,:, . if rerlrnrrd lrrrrr1111 ,Jaer/n .,'r -+ -nee 1'' 11 uLu- rnrrhurl, "I ,I„rrJ,rrr.rrlrr,u rrJ. /,h rJ rrr <Y„en -r! These services would only be provided if requested in writing by the Owner. Compensation would be negotiated at that time. 11.3.3 FOR ADDITIONAL. SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical engineering services and those provided under Subparagraph 3.4.19 or identified in Article 12 J_s part of Additional Scn-iccs, a multiple of one and one tenth 1 . I times the aniountS billed to the Architect for Such ScniccS. MAW 11PVC1frc rl'Jn'1 Of( 011sidlatirs in AtIPLIt, 12, If requireti ) 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIh113URSABLE{ EXPENSES, as described in Paragraph 10.2, and any other items included in Article t2 :is Reimbursable Expenses, A multiple of at Cost (1 - 0 ) lin)es the exix'nscs incurred by the Architect, the Architect's employees and consultants in the interest of the Project- 11.5 ADDITIONAL PROVISIONS 11.5.1 ll' THE BASIC SERVICES covered by this Agreement have not been completed Nvithin twenty —four ( 24 ) months of the date hereof, through no fault of the Architect, extension Of the Architect's Services beyond that time shall he compensated :is provided in Suphs 10.3.3 and 1 I.i. 11.5.2 Payn)Cnts are due an 30 �� ( 30) days Iron) the date of (tic Archilect's invoice Amounts unpaid 3,0”, j ( ,30 4y'—liter the invoice date Shall hear interest at ilic rate entered below, or in the absence thereof at the I from time to tints al the principal place of husinc•ss of the Archilco, •Imes IWOil rnu•re,r u•Sreed Main+ ) (!',ur'[ Lars urtrl nvJru ,..mini., '—de, the I=rdrrul 7i -rd1, ur I Ar 1, WMI'll ,lurr'.....I rrr ul n,nerrnmr , .... Ll lien , rued rrdrer rr,�uL+lrnu. r+1 tier r ru ,rrr \rural :Ira Iv W, p2m, ri"d platy, of In"I'le", the lo,afum "1 11e lbnp'e ( raid eActd-hen, uurp u)lev i rhr t,drdtlt• "I lht. J,r'r rru41,11 V,it Ill, Ick:"I rrdr h v .h, rrr L! la• "blamed a 11), r 1,, rkh-orm, .,r n1 -111 rrllrr.m, rrrrd «l.a, wgardrng rrrp+irerurws .t1n01 rl., urrurn rlurFora,•., rrr metric, ) AIA DOCUMENT 8141 - OW'NI.R.ARCIin'1' :CT A(iHH1ib11iNT - FOUHTIT'N I'll EDITION • AIAA - C%19H4 9 13141 -1987 TIIF AMERICAN INti1111' "I'H of ARCI[IITC -1'S, 17i5 NEW YORK AVHN I:.., N.W'., vcAS)t1N(; FON, 1).C. LINNKr WARNING: Unlicensed photocopying violates U.S. copyright taws and is subject to legal prosecutlon. • A 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 descrit bons of other sex-ices, identify Additional Semites included within Hasic Cornp(wsation arid m(Wifiaitiom trr tin frayrnenl and comlx'rru won rums included in this Agreement) SEE ATTACHED SUPPLEMENTAL CONDITIONS This Agreement entered into as of the day and year first written above. OWNER : CITY OF BAYTOWN ARCHITECT: TACKETT LODHOLZ ARCHITECTS, INC (Signature) PETE C. ALFARO, MAYOR (Signature) GERALD J. TACKETT, PRESIDENT PETE C. ALFARO, MAYOR GERALD J. TACKETT PRESIDENT (Printed name and title) (["need twine and title) ATTESTED TO: • EfLEEN P. HALL, CITY CLERK i 1 CAUTION: You shou d 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 8141 • OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA* • ©1987 THE AMERICAN INSTITUTE Or ARCHITECTS, 1735 NEW YORK AVENUE, NW_ WASHINGTON, D.C. 20006 8141 -1987 10 WARNING: Unlicensed photocopying violates U.S. copyright laws and Is subject to legal prosecution. SUPPLEMENTAL CONDITIONS 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 to the Project. 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. Change article 2.6.1 to read as follows: The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates upon the issuance to the Owner of the final Certificate for Payment. 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." 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 0 0 • selection of materials and equipment, the selection and supervision of personnel, and the performance of other services pursuant to this contract. 2.6.21 The Architect agrees to and shall indemnify, hold harmless and defend the Owner, its officers, agents and employees from and against any and all claims, losses, damages, causes of action, suits and liability of every kind, including all expenses of litigation, court costs and attorney's fees, for injury to or death of any person or for damage to any property, arising out of or in connection with any negligent act or omission of the Architect, its employees, or subcontractors. 2.6.22 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. The General Contractor's insurance coverage shall be primary insurance with respect to the Owner, its officials, agents, employees, and volunteers. The City of Baytown, the Architect, and Engineer shall be named as additional insureds. 10. Delete articles 3.3.1.1 and 3.3.1.3. It. Delete reference to "arbitration proceeding" in article 3.3.8. 12. Change article 6.1 to read as follows: The Drawings, Specifications and other documents prepared by the Architect for this Project shall become the property of the Architect and the Owner. However, it is understood the project may be repeated with the following conditions: 6.1.1 The project will be used for other municipal projects within the City of Baytown. 6.1.2 The Architect will provide services for site design and construction observation and any required changes for each project for a fee to be negotiated at that time. Such fee, however, shall not exceed one -half of the original fee specified herein. 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 2 • 0 • 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: An allowance for reimbursable expenses shall be established in the amount of ONE THOUSAND DOLLARS ($1,000). Before the Owner shall be liable for any additional 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/fi rehouse • 3 • 0