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Ordinance No. 8,3060 'r 980611 -6 ORDINANCE NO. 8306 AN ORDINANCE AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO ATTEST TO A CONTRACT WITH WIGINTON HOOKER & JEFFRY ARCHITECTS AND BUSCH HUTCHISON & ASSOCIATES FOR THE DESIGN OF THE MUNICIPAL COURT AND JAIL FACILITY; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTO WN, TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the City Manager and City Clerk of the City of Baytown to execute and attest to a contract with Wiginton Hooker & Jeffry Architects and Busch Hutchison & Associates for the design of the municipal court and jail facility. A copy of said contract is attached hereto, marked Exhibit "A," and made a part hereof for all intents and purposes. Section 2: 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 11 lh day of June, 1998. ATTEST: EILEEN P. HALL, City Clerk APPROVED AS TO FORM: i ��•- e. 'f� PETE C. ALFARO, Mayor C:1MyDocumentsl Council\ Meetings Uunc\MunieipalCourtJaill -acil ityConlracl I I .doc Standard Form of Agreement Between Owner and Architect AIA Document B141 - Electronic Format THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES: CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 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, D.C., 20006 -5292. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will be subject to legal prosecution. AGREEMENT made as of the Ninth day of June in the year of Nineteen Hundred and Ninety -eight BETWEEN the Owner: (Name and address) The City of Baytown P.O. Box 424 Baytown Texas 77520 -0424 and the Architect: (Name and address) Wiainton Hooker Jeffry, P.C. - Architects 9696 Skillman Dallas. Texas 75243 For the following Project: (Include detailed description of Project, location, address and scope.) The City's new Jail and Municipal Courts Complex to be located near the existing, Police Station and Municipal Court. The Owner and Architect agree as set forth below. EXHIBIT A 0 A DOCUMENT 1 3 1 4 1 - OWNER- ARC1-111'ECI' AGREEMENT - FOURTEENf1i EDITION -AIA - COPYRIGI [T 1987 - 1 1 it_ A�• ERICAN INSIITUIT OF CIIITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006 - 5292.; Unlicensed photocopying violates U.S. copyright laws and is suhjcet to legal prosecution. This document was electronically produced with the permission of the AIA and can be reproduced without violation until the dale of expiration as noted below. Electronic Format B141-1987 User Document: 9811 -- 61511998. AIA License Number 101629, which expires on 10/31/1998 — Page #1 TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT A DTIf I G 1 nitPrnative snnrnnrhPC to rlecion and rnnctmrtinn of the ARCHITECT'S RESPONSIBILITIES 1.1 ARCHITECT'S SERVICES 1.1.1 The Architect's services consist of those services performed 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 expeditiously 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 allowances 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 1 1.5.1. 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 structural, 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 Owner's program, schedule and construction budget requirements, each in terms of the other, subject to the limitations set forth in Subparagraph 5.2.1. 2.2.3 The Architect shall review with the Owner Project. v 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 Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. 2.2.5 The Architect shall submit to the Owner a preliminary estimate of Construction Cost based on current area, volume or other unit costs. 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner 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 the Project as to architectural, structural, 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 Documents and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Architect shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail the requirements for the construction of the Project. 2.4.2 The Architect shall assist the Owner in the preparation of the necessary bidding information, bidding forms, the Conditions of the Contract, and the form of Agreement between the Owner and Contractor. 2.4.3 The Architect shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated 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 9 11 DOCUMENT 13141 - OWNER - ARCHITECT AGREEMENT - EOURTEENI'l I EDITION - AIA - COPYRIGHi' 1987 - THE AMERICAN INSTITUTE 01: tCIIITECi'S, 1735 NEW YORK AVENUE N.W., WASHING "I'ON, D.C. 20006 - 5292.; Unlicensed photocopying violates U.S. copyright laws and is subject to Icgal prosecution. This document was electronically produced with the permission orthc AIA and can be reproduced without violation until the date or expiration as noted below. Electronic Format 13141 -1987 User Document: 9811 — 6/511998. AIA License Number 101629, which, expires on 10/31/1998 -- Page #2 for the approval of governmental authorities having jurisdiction over the Project. 405 BIDDING OR NEGOTIATION PHASE .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 Owner 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 responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates at the earlier of the issuance to the Owner of the final Certificate for Payment or 60 days after the date of Substantial Completion of the Work. 2.6.2 The Architect shall provide administration of the Contract for Construction as set forth below and in the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement, unless otherwise provided in this Agreement. 2.6.3 Duties, responsibilities and limitations of authority of the Architect shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of the Contractor, which consent shall not be unreasonably withheld. 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 Service at the Owner's direction from time to time during the correction 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 manner indicating that the Work when completed will be in accordance 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. (Adre extensive site representation may be agreed to as an Additional Service, as described in Paragraph 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 accordance with the Contract Documents. The Architect shall not have control over or charge of acts or omissions of the Contractor, 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 access to the Work wherever it is in preparation or progress. 2.6.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall communicate through the Architect. Communications by and with the Architect'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 due the Contractor. 2.6.10 The Architect's certification for payment shall constitute a representation to the Owner, 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 Payment, that the Work has progressed to the point indicated and that, to the best of the Architect's knowledge, information and belief, quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to minor deviations from the Contract Documents correctable prior to completion and to specific qualifications expressed by the Architect. The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made exhaustive or continuous on -site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from IA DOCUMENT B 141 - OIVNER- ARCFIITEC'I- AGREI_mi -.N "r - FOURTEENTI I EDITION - AIA - COPYRIGI IT 1987 - T1IE AMERICAN INSTITUTE Or, RCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006 - 5292.; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with the permission of the AEA and can be reproduced without violation until the date of expiration as noted below. Electronic Format B141-1987 User Document: 9811 -- 61511998. AIA License Number 101629, which expires on 10/31/1998 -- Page #3 Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment or (4) ascertained how or for what purpose the 0ontractor has used money previously paid on account of the ontract 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 implementation 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 Documents, 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 exercise 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 persons 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 be taken with such reasonable promptness as to cause no delay in the Work or in the construction of the Owner or of separate contractors, while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness 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 means, methods, techniques, sequences or procedures. The 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 materials, systems or equipment will meet the performance criteria required by the Contract Documents. 2.6.13 The Architect shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed 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 Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 2.6.14 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, shall receive and forward to the Owner for the Owner's review and records written warranties and related documents required by the Contract Documents and assembled by the Contractor, and shall issue a final Certificate for Payment upon compliance with the requirements of the Contract Documents. 2.6.15 The Architect shall . interpret and decide matters concerning 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 decisions, the Architect shall endeavor to _secure faithful performance 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 aesthetic 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 question between the Owner and Contractor relating to the execution 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 provided 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 4WA DOCUMENT 13141 - OWNER-ARCI•IITECT AGREEMENT - FOURTEENTI I EDITION - AIA - COPYRIGI IT 1987 -1.1IE AMERICAN INSTITUIT OF CI 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006- 5292.; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. "rhis document was electronically produced with the permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format 4141 -1987 User Document: 9811 -- 6!511998. AIA License Number 101629, which expires on 10/31/1998 -- Page #4 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 be paid for by the Owner as provided in this Ogreement, in addition to the compensation for Basic ervices. 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 under 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 commencing such services. If the Owner deems that such services described under Paragraph 3.3 are 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 Additional Services are not required, the Architect shall have no obligation 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 carrying out such additional on -site responsibilities. 3.2.2 Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compensated therefor as agreed by the Owner and Architect. The duties, responsibilities and limitations of authority of Project Representatives shall be as described in the edition of AIA Document B352 current as of the date of this Agreement, unless otherwise agreed. 3.2.3 Through the observations by such Project Representatives, the Architect shall endeavor to provide further protection 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: 1 inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's program or Project 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 failure 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, quality, complexity, the Owner's schedule, or the method of bidding or negotiating and contracting for construction, except for services required under Subparagraph 5.2.5. 3.3.3 Preparing Drawings, Specifications and other documentation 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 substitutions 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 furnishing services required 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 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 legal proceeding except where the Architect is party thereto. 3.3.9 Preparing documents for alternate, separate or sequential bids or providing services in connection with bidding, negotiation or construction prior to the completion of the Construction Documents Phase. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing analyses of the Owner's needs and programming the requirements of the Project, except as stated in Ariirla I) 3.4.2 Providing financial feasibility or other special studies. 3.4.3 Providing planning surveys, site evaluations or comparative studies of prospective sites. �IA DOCUMENT 3 141 - OWNGR- ARCHITECT AGREEME=NT - FOURTEENTI I EDITION - AIA - COPYRIGI IT 1937 - THE AMERICAN INSTITUTE 017 RCHITECTS. 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006. 5292.; Unlicensed photocopying violates U.S. copyright Incas and is subject to Icgal prosecution. This document was electronically produced with the permission of the AIA and can be reproduced without violation until the date of expiration as noted bolo \v. Electronic Format B 141 -1987 User Document: 9811 — 61511998. AIA License Number 101629, which expires on 10/31/1998 -- Page #5 3.4.4 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. 0. 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 except as stated in Article Twelve. 3.4.7 Providing services to verify the accuracy of drawings or other information furnished by the Owner except as stated in Article Twelve. 3.4.8 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordination 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 construction manager or separate consultants retained by the Owner. 3.4.10 Providing detailed estimates of Construction Cost_ except as stated in Article Twelve. 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 equipment, or valuations and detailed appraisals of existing facilities. 3.4.16 Preparing a set of reproducible record drawings showing 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 Certificate for Payment, more than 60 days after the date of Substantial Completion of the Work. 3.4.19 Providing services of consultants for other than architectural, structural, mechanical and electrical engineering portions 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 a program which shall set forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems and site requirements. 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 evidence that financial 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 restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, �A DOCUMENT 13141 - OWNER-ARCI IITECT AGREEMENT- roURTE•ENTI I EDITION - AIA - COPYRIGIiT 1987 - THE AMERICAN INSTITUTE OP CIIITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006- 5292.; Unlicensed photocopying violates U.S. copyright laws and is subject to egal prosecution. This document was electronically produced with the pcnnission of the A[A and can be reproduced without violation until the date of expiration as noted below. Electronic Format B141 -1987 User Document: 9811 -- 61511998. AIA License Number 101629, which expires on 10/31/1998 -- Page #6 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. 106 The Owner shall furnish the services of geotechnical engineers when such services are requested by the Architect. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate professional recommendations. 4.6.1 The Owner shall furnish the services of other consultants when such services are reasonably required by the scope of the Project and are 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 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 the Owner. 4.9 The services, information, surveys and reports required by Paragraphs 4.5 through 4.8 shall be furnished at the Owner's expense, and the Architect shall be 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 aware of any fault or defect in the Project or nonconformance with the Contract Documents, 4.11 The proposed language of certificates or certifications requested of the Architect or Architect's consultants shall be submitted to the Architect for review and approval at least 14 days prior to execution. The Owner shall not request certifications that would require knowledge or services beyond the scope of this Agreement. ARTICLE 5 CONSTRUCTION COST 5.1 DEFINITION 5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project 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 Owner and equipment designed, specified, selected or specially provided for by the Architect, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance 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 responsibility 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 Construction 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 neither 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 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 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, component 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 Documents 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 6A DOCUMENT 13141 - ONYNER- ARC1.111'L-•C1' AGREEN-11:NT - FOURTEENTH EDITION - AIA - COPYRIGHT 1987 -THE AMERICAN INSTITUTE 01: tci-ir cc-rs. 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006 - 5292.; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with the permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format B141-1987 User Document: 9811 -- 615!1998. AIA License Number 101629, which expires on 10/31/1998 -- Page #7 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 6.2 Submission or distribution of documents to meet �ndustry between the date of submission of the Construction official regulatory requirements or for similar purposes in ocuments to the Owner and the date on which proposals are connection with the Project is not to be construed as sought. publication in derogation of the Architect's reserved rights. 5.2.4 If a fixed limit of Construction Cost (adjusted as provided 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, shall modify the Contract 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 shall 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 Drawings, Specifications and other documents prepared 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 deemed the author of these documents and shall retain all common law, statutory and other reserved rights, including the copyright. The Owner shall be permitted to retain copies, including reproducible copies, of the Architect's Drawings, Specifications and other documents for information and reference in connection with the Owner's use and occupancy of the Project. The Architect's Drawings, Specifications or other documents shall not be 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 compensation to the Architect. ARTICLE 7 ARBITRATION 71 Claims, disputes -of ether -;�s -i+i estietr between -the - pm4ies -to 44is g a of reati+,4e-t#is --. ea6h thefeef- shall- he- SUbjKli to -&rtd deEided -lam arb+#86OR -iff - a6613F& ee -w4h 4he - 6eflstPLIC6 } - I"ndas{ry "_b BR RU1es -e€-the American AFbitFalien Assw;atie;T stamen Fly Oft effect u mess 4#e 7.2 Demand r. :r.4at, Shall be flied N%'FiliAg With {lte ethe-F -paFty -te phis " ,t -and -VA44 the 4 mernean AFb4FRti8H - Asseeiatien -- A demand- €eF- aFb4Fa(ieR s#talt4e- m ade with in -a FeaSORRbIe 44}e -a#ff 44+e Glaiffi, ate -Of- ethff -maHeF -iff qUeSti81i -IaS c -- Ift-te even - shall4#._- hpr. manor in to A Ii an 7.3 N-0 CIFWFalien aFiSiRcL -O*t -E f -eF relating -to 4h-is- gfeemest -s4a4 -ine-1 u de, *y seRselidat ien, joinde 4tt fty- " ,,=�,�T use•p t -135` -w F+ttett .t -sflesi ,efei:enee4e this Affeefflelit siggited-by-toe AwneF, Architect, and -aFry OtheF PeFSeft- eF- et}t+ty seught4e- betted.-- Censen; te wb+tratien g - art addit+enal PeFeert -eF - efft•ky -shall net eanslitute c-onsent-te arbitFati0n- o€-any laim, dispeFa-aF- etbeF FHaReF -+f4 aest}ott rreF de1.;CZrihAl -iR41e FiHeR GORsent- eF- with- a- peFsan- ef -Ro4 +;ar;ed-e+ described iherein.- The b J greements to by -the paf4ies -�e 4h-is "-- FeeFf;e„t -shall -be spes+frsally etr€eFeeab4e -+n erase -with a lieable4aw4n_ay oeuft hayiAg 7.4 The R%N'aFd - rendered -b�y 4he ffbitFateF -of ^.b�atef shall -lie -4ffaE; -aod judgment -way -be eRtefed upen -it 4- asseFdartee -w+tlt applieable -law -i;R -wty tert haying, eFee ARTICLE 8 TERMINATION, SUSPENSION OR ABANDONMENT �IA DOCUMENT 11141 - OWNER - ARCHITECT AGREEMENT - 170URTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF RCI IITECrS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006 - 5292.; Unliccnscd Photocopying violates U.S. copyright la%vs and is subject to legal prosecution. This document was electronically produced with the permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format 13141 -1987 User Document: 9811 -- 61511998. AIA License Number 101629, which expires on 10/31/1998 - Page #8 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 "''Prms of this ,Agreement through no fault of the party itiating the termination. 8.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect's compensation shall be equitably adjusted to provide for expenses incurred in the interruption 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 Architect for services and expenses, the Architect may, upon seven days' written notice to the Owner, suspend performance of services 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 Owner for delay or damage caused the Owner because 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 due 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 attributable to termination. Termination Expenses shall be computed as a percentage of the total compensation for Basic Services and Additional Services earned to the time of termination, as follows: .1 Twenty percent of the total compensation for Basic and Additional Services earned to date if termination occurs before or during the predesign, site analysis, or Schematic Design Phases; 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 governed by the law of the principal place of business of the Arc;h"test Owner, 9.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201, General Conditions of the Contract 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 commence to run not later than either the date of Substantial Completion 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 covered 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 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, successors, 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 consent of the other. 9.6 This Agreement represents the entire and integrated agreement between the Owner and Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. PA DOCUMENT 13141 - OWNER - ARCHITECT AGREEMENT- FOURTLENTI I EDITION - AIA - COPYRIGI [T 1987 -THE AMERICAN INSTITUTE• Ol. tCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006 - 5292.; Unlicensed photocopying violates U.S. copyright laws and is subject to cgal prosecution. This document was electronically produced with the permission of the AIA and can be reproduced without violation until the date orcxpiration as noted below. Electronic Format B141 -1987 User Document: 9811 -- 6!511998. AIA License Number 101629, which expires on 10/31/1998 — Page #9 9.7 Nothing contained in this Agreement shall create a contractual relationship with br a cause of action in favor of a third party against either the Owner or Architect. 0.8 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 exposure of persons to hazardous materials in any form at the Project site, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic substances. 9.9 The Architect shall have the right to include representations of the design of the Project, including photographs of the exterior and interior, among the Architect's promotional and professional materials. The Architect's materials shall not include the Owner's _ confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The owner shall provide professional credit for the Architect on the construction sign and in the promotional 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 contributions 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 compensation for Basic and Additional Services and include expenses incurred by the Architect and Architect's employees and consultants in the interest of the Project, as identified in the following 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 securing 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 Owner. 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 eernpt+ter aided design • arm d Fa A i R,-, me when used in eti�nneratyen ith the PFejeri. 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 services 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 services 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 Construction 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 performed on those portions, in accordance with the schedule set forth in Subparagraph 11.2.2, 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 Construction Cost or detailed estimate of Construction Cost for such portions 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 rendered or expenses incurred. 10.5 PAYMENTS WITHHELD 10.5.1 No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or �IA DOCUMENT D 141 . OWN ER- ARC1- 1ITECT AGREEMENT - FOURT[I_NTII EDITION - AIA - COPYRIGI IT 1987 - TI I AMERICAN INSTITUTE? 01: RCI IITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006 - 5292.; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was cicctronically produced with the permission of the AIA and can be reproduced without violation until the date of expiration ns noted below. Electronic Format B141 -1987 User Document: 9811 -- 61511998. AIA License Number 101629, which expires on 10/31/1998 -- Page #10 other sums 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. 00.6 ARCHITECT'S ACCOUNTING RECORDS 10.6.1 Records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's authorized representative at mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: " P !� 11.1 AN INITIAL PAYMENT of ttsand- Dollars (S 5;660 —) shall be made upon execution of this Agreement and credited to the Owner's account at final 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, Basic Compensation shall be computed as follows: (Insert basis of compensation, including stipulated sums, multiples or percentages, and identify phases to which particular methods of compensation apply, if necessary.) The basis of compensation shall be 8% times the construction cost of the project. For the Facilities Programming, Civil Engineering, Landscape Architecture, Detail Cost Estimates and Interior Design services for these projects, the basis of compensation shall be as stipulated in Article Twelve. 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 Basic Compensation payable: (Insert additional phases as appropriate.) Schematic Design Phase: Eighteen percent ( 18 %) Design Development Phase: Eighteen percent ( 18%) Construction Documents Phase: Forty percent ( 40%) Bidding or Negotiation Phase: Four percent( 1%) Construction Phase: Twenty percent( 20 %) Total Basic Compensation one hundred percent o 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 3.2, compensation shall be computed as follows: On the basis of a mutually agreeable fee, or failing this, on the basis of time spent._ Compensation for time spent shall be hourly at_ the rate of 2.75 times the direct personnel expenses of the Architect's principals and staff. 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 3 and 12, other than (1) Additional Project Representation, as described in Paragraph 3.2, and (2) services included in Article 12 as part of Basic Services, but excluding services of consultants, compensation shall be computed as follows: (Insert basis of compensation, including rates and/or multiples of Direct Personnel Expense for Principals and employees, and identify Principals and class employees, if required, Identify specific services to which particular methods of compensation apply, !necessary.) On the basis of a mutually agreeable fee_, or failin this, compensation shall be on the basis of timespent. Compensation for time spent shall be hourly at the rate of 2.75 times the Direct Personnel Expense of the Architect's principals and staff. 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 as part of Additional Services, a multiple of One hundred Thirty Percent ( 130 %) times the amounts billed to the Architect for such services. (Identify specific types of consullnnis in Article 11, if required) 10A DOCUMENT D 141 - OWNER - ARCHITECT AGREEMENT - FOURTEENTII EDITION - AIA - COPYRIGHT 1937 - 1-1 1E AMERICAN INSTITUTIi OF 1tCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006.5292.; Unlicensed photocopying violates U.S. copyright laws and is subject to Icgal prosecution. This document was electronically produced with the permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format B 141 -1987 User Document: 9811 -- 6/511998. AIA License Number 101629, which expires on 10/31/1998 -- Page #11 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES, as described in Paragraph Imbursable Expenses, a multiple of One hundred ten e� rcent ( ] f0% rchitect's employees and consultants in the interest of the Project. 11.5 ADDITIONAL PROVISIONS 10.2, and any other items included in Article 12 as ) times the expenses incurred by the Architect, the 11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within the ( 30 ) months of the date hereof, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as provided in Subparagraphs 10.33 and 1 132. 11.5.2 Payments are due and payable thin ( 30 ) days from the date of the Architect's invoice. Amounts unpaid forty-five ( 45 ) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Insert rate of interest agreed upon.) one and one percent (1.0 %) per month (Usury laws and requirements under the rederal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the Owner's and Architect's principal places of business. the location of the Project and elsewhere may affect the validity of this provision. Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.) 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 in the month of April. ARTICLE 12 OTHER CONDITIONS OR SERVICES (Insert descriptions of other sendces. identify Additional Services included within Basic Compensation and modifications to the payment and compensation terms included in this Agreement.) 12.1 For Facilities Proerarnmini„ the Architect will receive a stipulated fee equal to twenty thousand dollars and no cents ($20-,000), — — 12.2 Additional Consultants Required: For the project such as Civil Engineer, Interior Desi ner and Landscape Architect shall be retained the Architect ut)on more complete definition of their respective scope of services. Compensation for these additional services shall be negotiated to the mutual agreement of Owner and Architect. Failing this, the compensation shall be on a time spent basis per paragraph 11.3.3. 122.1 Civil Engineering - shall be a fee not to exceed Seventy -Five Hundred_ Dollars & No Cents ($7,500.00) without prior written authorization_ by the Owner. 12.2.2 Landscape Architectural DcsiiZn - shall be a fee not to exceed Five Thousand Dollars & No Cents ($5,000.00) without prior written authorisation by the Owner. 12.2.3 Interior Design - shall be a fee not to exceed Twenty -One Thousand Dollars & No Cents ($21,000.00) without prior written authorization by the Owncr. 12.3 Requested by Owner: Detail Cost Estimates may be provided for these rp ojects at the conclusion of Schematic Design. Design develooment and nt 90% comnlction of Construction Documents. The compensation for this shall be as follows: Schematic Design 54,000 Design Development S5.000— Const. Documents S5,500 TOTAL -S14,500 12.4 Supplementary Conditions - Exhibit A .5�Hourly Rates for Architects - Exhibit Q AIA DOCUMENT B141 - O%VNlilt -AItCI II 'I'I:C'f AGRI:I:,b1ENT - FOURTEENTH EDITION - AIA - COPYRIGHT 1987 -THE AMERICAN INSTITUTE 01' ARCHITECTS, 1735 NEW YORE: AVENUE N. V., WASHINGTON, D.C. 20006- 5292.; Unlicensed photocopying violates U.S. copyright Inws and is subject to legal prosecution. This document was electronically produced with the permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format B141 -1937 This Agreement entered into as of the day and year first written above. OWNER 0 . e. (Signature) (Printed name and title) ARCHITECT (Signature) Thomas A. Hooker. AIA - Vice President (Printed name and title) AMA DOCUMENT 13141 - OWN ER-ARCI IITECT AGREEMENT - FOURTEENIII EDITION - AIA - COPY RIG 111' 1937 - THI' AMERICAN INSTITUTE OF CIIITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006 - 5292.; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with the permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic format B141-1987 User Document: 9811 -- 6!5!1998. AIA License Number 101629, which expires on 10/31/1998 -- Page #13 �-' SUN 11 '90 04 : 35PM CITY OF DRYTOWN P.2/29 EXHIBIT A SUPPLEMENTAL CONDITIONS These supplemental conditions shall supersede and control over the Standard Form of Agreement Between Owner and Architect (AIA Document B141 -1987) to the extent that there is conflict. Add the following to article 2.2.1: The Architect shall recommend to the Owner its best alternative based on a review of the 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. The Architect shall prepare a report specifying the Architect =s findings, conclusions and recommendations with regard to the Project. 2. Change article 2.4.2 to read as follows: The Architect shall be responsible for the preparation of the necessary bidding information, bidding forms, the Conditions of the Contract, and the form of Agreement between the Owner and Contractor. 3. Change article 2.4.4 to read as follows: The Architect shall be responsible for gathering and submitting all necessary information and documentation as may be requested or required by governmental authorities having jurisdiction over the Project. 4. Change article 2.5.1 to read as follows: The Architect, following the Owner =s approval of the Construction Documents and of the latest preliminary estimate of Construction cost, shall obtain competitive bids, with the assistance of the Owner, and prepare contracts for construction. 5. Delete the following from the last portion of article 2.4.1: Aor 60 days after the date of Substantial Completion of the Work. Change article 2.6.2 to read as follows: The Architect shall provide administration of the Contract for Construction as set forth below and pursuant to the Construction Documents as defined in the Owner =s Standard General Conditions of Agreement. 7. Change article 2.6.5 to read as follows: The Architect shall visit the site at intervals appropriate to the stage of construction or as otherwise agreed by the Owner and Architect in writiag to become familiar with the progress and quality of the Work completed and to determine if the Work is being performed in the Architect's opinion in a manner indicating that the Work when completed will be in accordance with the Contract Documents. The Architect shall visit the site at least we 1 Architect's Initials Owner's Initials 4- • JUN 11 '98 04 :35PM CITY OF BAYTOWN P. 329 to perform required inspections and to verify each payment requested by the Contractor. On the basis of on -site observations, the Architect shall keep the Owner informed of the progress and quality of the Work and shall endeavor to guard against defects and deficiencies in the Work. The inspections required in this paragraph shall entail the visual observation of construction to permit the Architect to render his professional opinion as to whether the Contractor is performing the Work in a manner indicating that, when completed, the Work will be in accordance with the Contract Documents. Such observations shall not be relied upon by the CoDtractor as acceptance of the Work, nor shall they relieve any party from fulfillment of all of their respective obligations and responsibilities, whether contractual or otherwise. Change the last sentence of article 2.6.6 to read as follows: The Architect shall not have control over or charge of acts or omissions of the Owner or Contractor, or their respective subeonsultants, agents or employees. 9. Delete article 2.6.8. 10. Change article 2.6.13 to read as follows: The Architect shall prepare Change Orders and Construction Change Directives, with supporting documentation and data for the Owners approval and execution as part of the basic services if such changes are caused, in whole or in part, by the Architect =s services rendered pursuant to this Agreement or minor in character, as determined by the Owner. For all other Change Orders and Construction Change Directives, the Architect shall prepare the same together with all supporting documentation and data if authorized or confirmed in writing by the Owner as provided in Paragraphs 3.1 and 3.3, for the Owner=s approval and execution in accordance with the Contract Documents. The Architect shall 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. 11. Change the last sentence in article 2.6.16 to read as follows: When malcing such interpretations and initial decisions, the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not show partiality to either, and shall be liable only for negligent interpretations or decisions. 12. Delete articles 2.6.17 and 2.6.19. 13. Add the following articles: 2.6.20 The Architect shall exercise usual and customary professional care in the preparation of drawings, and his designation of selection of materials and equipment, and the selection and supervision of his personnel and the performance of his services pursuant to this contract to meet the recognized industry standards. 2 Architect's J.nitials i&L Owner's Initials /� " • juN ii ' 98 04 36PM CITY OF BAYTOWN P. 429 2.6.21 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 conncction with the performance of the work hereunder by the ,Architect, his agents, representatives, volunteers, employees or subconsultants, 2.6.21.1 The Architect=s insurance coverage shall be primary insurance with respect to the Owner,his officials, employees and agents. Any insurance or self - insurance maintained by the Owner,his officials, employees or agents shall be considered in excess of the Architects insurance and shall not contribute to it. Further, the Architect shall iuclude all subeonsultants, agents and assigns as additional insureds underhis policies or shall furnish separate certificates and endorsements for each such person or entity. All coverages for subconsultants and assigns shall be subject to all of the requirements stated herein. 2.6.21.2 The following is a list of standard insuxance policies along with their respective minimum coverage amounts required m this Agreement: a. Commercial General Liability • General Aggregate: $1,000,000 • Products & Completed Operations Aggregate: 51,000,000 • personal & Advertising Injury: $1,000,000 • Per Occurrence: $500,000 • Fire Damage: 5500,000 • Coverage shall be at least as broad as ISO CG 00 01 10 93. • No coverage shall be deleted from standard policy without notification of individual. exclusions being attached for review and acceptance. b. Business Automobile Policy • Combined Single Limits: $500,000 or BI per person: $100,000 BI per accident: $300,000 PD per accident: $100,000 Coverage for AAny Auto- c. Errors and Omissions • Limit: $250,000 per claim and in the aggregate • For all architects, engineers, and/or design companies Claims -made form is acceptable. • Coverage will be in force for three (3) years after construction of the Project is completed. 2.6.21.3 The following shall be applicable to all policies of insurance required herein: 3 Architect's Initials—/AW7 Owner's Initials —4 • 3uN ii '98 04 :37PN CITY OF BAYTOWN P. 5/29 1 10 a. Insurance carrier must have an A.M. Best Rating of A:VIIX or better. b. Only insurance carriers licensed and admitted to do business in the State of Texas will be accepted. C, Liability policies must be on occurrence form. Errors and Omissions can be on claims -made form. d. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits by endorsement except after sixty (60) days= prior written notice by certified mail, return receipt requested, has been given to the Owner. e. The Owner, his officers and employees are to be added as .Additional insureds to all liability policies, with the exception of the Errors and Omissions Policy required herein. f. Upon request and without cost to the Owner, certified copies of all insurance polices and/or certificates of insurance shall be furnished to the Owner. g. Upon request and without cost to the Owner, loss runs (claims listing�of any and/or all insurance coverages shall be furnished to the Owner. h. All insurance required herein shall be secured and maintained in a company or compames satisfactory to the Owner, and shall be carried in the name of the Architect. The Architect shall provide copies of insurance policies required hereunder to the Owner on or before the effective date of this Agreement. 14, Change article 3. 1.1 to read as follows: The services described in this Article 3 are not included in Basic Services unless so identified in Article 12, and they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services. The services described under Paragraphs 3.2; 3.3; and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. 15. .Add to the end of article 3.3.3 the following: "except for changes caused by errors and/or omissions by the Architect". 16. Add to the end of article 3.3.7 the following: "e ccept for claims caused by errors and/or omissions by the Architect and Architect's failure to provide timely response to contractor's submittals ". 4 Architect's 1niti.a1s4_ owner's Initials • JUN 12 '98 10 :28AM CITY OF BAYTOWN 17. Delete articles: 3.4.7 and 3.4.18. P. 2/6 18. Add the following to article 4.4: The City Engineer is the Owner's, authorized representative with respect to this project. However, the City Manager and/or City Council must approve change orders affecting the construction contract sum. 19. Change first sentence in article 4.5 to read as follows: The Owner shall have the Architect furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. 20. Add to article 4.5 the following: To the extw that the Owner employs a geotechnical engineer as requested by the Architect or otherwise has surveys describing physical characteristics, legal descriptions, legal limitations and utility locations for the site of the Project, the Owner shall provide the same. The Architect may rely on the information so provided; however, the Owner makes no representation as to the accuracy and completeness of any such information provided. 21. Change article 4.9 to read as follows: The services, information, and reports required by Paragraph 4.5 through 4.8 shall be firmished at the Owner's expense, and the Architect shall be entitled to rely upon-the accuracy and completeness thereof Surveys shall be provided by the Architect and shall be compensated under reimbursable expenses per Article 11.4. 22. Change article 5.1.2 to read as follows: The Construction Cost shall include the costs iising the prevailing wage rates as established by the Owner and the current market rates of materials and equipment to be furnished, plus a reasonable allowance for Contractor =s overhead and profit. In addition, a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction. 23. Change article 6.1 to read as follows: All Architects designs and work products relating to the Project, including, but not limited to, original drawings, specifications, investigations, studies and other documents completed shall remain the property of the Architect. Provided, however, the Architect hereby grants to the Owner license to use the designs and work products in connection with the construction, reconstruction, renovation, repair, use and occupancy of the Project without additional compensation. Provided further that in the event the Owner uses said designs and work products without the Architect being retained to provide professional services in relation to said use, the Owner does release the Architect from any liability which may result from the subsequent use thereof. The Architect shall provide the Owner with a complete set of transparencies of the designs and plans for subsequent reproduction, at the wnec =s 5 Architect's Initi g Owner's Initials JUN 11 '90 04:39PM CITY OF BAYTOWN P.7/29 expense, within three (3) days of receipt by the Architect of the Owner =s written request for the same. 24. Delete Article 7 in its entirety. 25. Delete the following from the last portion of article 8.6: "and all Termination Expenses as defined in Paragraph 8.7." 26. Replace article 8.7 with the following: Owner znay at any time terminate the Project for convenience. At such tune, Owner shall notify the Architect who shall cease work immediately upon receipt of such notice. The Architect shall be compensated within thirty (30) days of the Owners receipt of an invoice for the services performed and reimbursable expenses incurred prior to termination. 27. Article 9.1 is amended to read as follows: This Agreement shall be governed by the laws of the principal place of business of the Owner. 28. Article 9.2 is amended to read as follows: Terms in this Agreement shall have the same meaning as those in the Owner =s General Conditions of Agreement for Construction. 29. Delete articles 9.3 and 9.4. 30. Add the following sentence to the end of article 9.8: Should the Architect discover, notice or be aware of hazardous materials in any form at the Prof ect site at any time throughout the team of this Agreement, the Architect shall immediately: notify the Owner. 31. Delete the last sentence in article 9.9. 32. 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. 6 Architect's Initials Owner's Initials X9 *4 -- - • JUN 11 '98 04:36PM CITY OF BAYTOWN P.829 33. Add the following as an introductory preposition. phrase in article 10.1.1: - "In calculating reimbursable expenses and/or additional services requested in writing by the Owner, " 34. Delete articles 10.2.1.5 and 10.2.1:6. 35. Add the following article 10.2.2: Before the Owner shall be liable for any of the aboewnerT ed reimbursable expenses, the ,Architect must obtain prior written approval of th the O wner's representative of pp any expense that exceeds the $4,000 per month` `$20,000 for which the Architect seeks reimbursement. The Owner agrees that the approval of expenses will not be unreasonably withheld. Before the OWNER shall be liable, all travel must be approved by the OWNER before said travel. 36. Change article 10.3.2 to read as follows: s after the Architect Subsequent payments for Basic Services shall be made thirty ( 30 ) days submits a detailed invoice for the services actually performed and a report of the progress of the project and, where applicable, such payment shall be in proportion to services performed within each phase of service on the basis set for is Subparagraph 11.2.2. 37. Delete article 10.3.3. - 38. Change article 10.4.1 to read as follows: Payments on account of the Architect's Additional Services and for Reimbursable Expenses shall be made within thirty (30) days after the presentation of the Architects statement of services rendered or expenses incurred. 39. Add the following to article 11.5.2: Interest will accrue at a rate of 1% per month on delinquent amounts. 40. There shall be no right to arbitration under this agreement and all references herein to the same are hereby deleted. Architect's lxutials Owner's Initials U • JUN 12 198 10 :29AM CITY OF BAYTOWN 41, Add the following to Article 12: P.3 /6 THE ARCHITECT AGREES TO AND SHALL INDEMNIFY AND HOLD HARMLESS AND DEFEND THE OWNER, HIS 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, FOR DAMAGE TO ANY PROPERTY, OR FOR ANY BREACH OF CONTRACT, ARISING OUT OF, OR IN CONNECTION WITH THE- SERVICES NEGLIGENTLY PERFORMED BY THE ARCHITECT UNDER THIS CONTRACT. IN THE EVENT OF PERSONAL. INJURY TO OR DEATH OF THE ARCHITECT OR THE ARCHITECT'S EMPLOYEES, SUCH INDEMNITY SHALL APPLY REGARDLESS OF WHETHER THE CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS OR LIABILITY ARISE IN WHOLE OR IN PART FROM THE NEGLIGENCE OF THE OWNER SUCH INDENDM SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS OTHER THAN THE ARCHITECT ORRIS EMPLOYEES THAT IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF THE OWNER By this Agreement, the Owner does not consent to litigation or suit, and the Owner hereby expressly revokes any consent to litigation that it may have granted by the terms of this Contract or any other contract or agreement, any charter, or applicable state law. The Architect assumes full responsibility forhis work performed hereunder and hereby releases, relinquishes and discharges the Owner,his officers, agents, and employees frow all claims, demands, and causes of action of every kind and character, including the cost of defense thereof, for any injury to or death of any person (whether they be either of the parties hereto, their employees, or other third parties) and any loss of or damage to property (whether the property be that of either of the parties hereto, their employees, or other third parties) that is caused by or alleged to be caused by, arising out of, or in connection with the Architect's work to be performed hereunder. This release shall apply with respect to the Archftect=s work regardless of whether said claims, demands, and causes of action are covered in whole or in part by insurance. 42. The fixed limit of Construction Cost is S3,890,000.00. There is a contingency amount built into the fixed limit of construction cost Architects lHiti 5 Owner's Initials r is JUN 11 '90 04 :99PM CITY OF BAYTOWN TABLE OF CONTENTS FOR GENERAL CONDITIONS OV AGREEMENT 1. Definition of Terms P. 10/29 1.01 Owner, Contractor and Architect. . . . . . . . . • • • • • • • • 1.02 Contract Documents. . . . . . . . . . . . . • . . . . . . . 1.03 Sub- Contractor. . . . . . . . . . 1.04 Written Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.05 work . . . . . . . . . . . . . . . I . . . . . . . . . 1.06 Extra work. . . . . . . . . . . . . . . . . . . . . . 1.07 Working Day . . . . . . . . . . . . . . 1.08 Calendar Day. . . . . . . . . 1.09 Substantially Completed . . . . . . . . • • • • • • • • • ' • • • • ' ' 2. Responsibilities of the Architect and the Contractor 2.01 Owner- Architect Relationship . . . . . . . . . • • • • • • • • • • • . ' 2.02 Professional. Inspection by Engineer. . . . . • • • • • • • • ' • • . • ' 2.03 Payments for work . . . . . . . . . . . . . . . . . . . . 2.04 Initial Determinations. . . • . • • • • • • . • • ' ' ' ' ' ' ' ' ' ' ' ' 2.05 Objections . . . . . . . . . . . . . ; 2.06 Lines and Grades. . . . . • • • • • • • • • • • • ' ' ' ' ' . ' . 2.07 Contractor's Duty and Superintendence . . . • • . • • • • . • • • • ' 2.08 Contractor's Understanding. . . . . . . . . • • • • • . • ' • ' ' ' ' ' . 2.09 Character of Workmen. . . . . . . • . • • • • 2.10 Contractor's Buildings. . • • • • . • • • • • . 2.11 Sanitation. . . . . . . . . 2.12 Shop Drawings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.13 Preliminary Approval . . . . . . . . . . . . . . . . . . ' . . ' 2.14 Defects and Their Remedies . . . . . . • • • • . • • • • • • • ' • ' ' ' ' 2.15 ChangQs and Alterations . . . . • • • • • • • • • . ' • • ' ' ' ' ' ' ' 3. General Obligations and Responsibilities 3.01 Keeping of Plans and Specifications Accessible. . . . • . • • • • 3.02 Ownership of Drawings . . . • • . • • • • • . . . ' ' ' 3.03 Adequacy of DQsign. . . . . . • • • • • . ' ' . ' ' ' 3.04 Right of Entry . . . . . . . . . . . . . . . ' . . . . . . . . 3.05 Collateral Contracts . . . . . . . . . . . . . . • • ' . . ' . . . . 3.06 Discrepancies and Omissions . . . . • • • • . • • • 3,07 Equipment, Materials and Construction Plant . . . • . 3.08 Damages . . . . . . . . . . . . . . . . . . . . . 3.09 Protection Against Accident to Employees and the Public . . 3.10 Performance and Payment Honda . . . . . . . . . . . . . . . . . . . . • 3.11 Losses from Natural Causes. . . . . . . • • • • • • • • • • • ' ' ' ' . 3.12 Protection of adjoining Property. . . . . • • • • • • • ' • • ' ' ' ' ' 3.13 protection Against Claims of Sub - Contractors, Etc . . . . . . . . . • 3.14 Protection Against Royalties or Patented Invention. . . . . . . . 3.15 Laws and Ordinances . . . . . . . . . . . . . . . . . . . . . ' • JUN 11 '98 04 :40PM CITY OF HAYTOWN 3.16 Assig:unent and Subletting . . . . . . . • . 3.17 Indemnification . . . . • . • • • • • • * ' . ' ' . 3.18 insurance . . . . . . . . . . . . . . . . . . . . 4. Prosecution and Progress P. 11/29 4.01 Time and Order of Completion. . . . . . . . . . . . . • • • • • • • • ' 4.02 Extension of Time . . . . . . . . . . . . . . . . . . . . . . ' ' . 4.03 Hindrances and Delays . . . • • • • • • • • ' . ' . ' ' . . ' . . . 5. �Icasurement and Payment 5.01 Quantities and Measurements . . . . 5.02 Estimated Quantities. . . • . • • • • • . • • ' . ' ' ' ' ' ' . . 5.03 Price of Work . . . . . . . . . . . . . . . . . 5.04 Partial Payment . . . . • . • • • • • . • • • ' ' ' ' ' ' ' ' . . _ . 5.05 Use of Completed Portions - • - ; • • • • . . . ' ' ' ' . ' . _ 5.06 Final Completion and Acceptance . . . . . . . . I • . • • • • . 5.07 Final Payments . . . . . • • • • • • • • • • ' ' ' ' ' ' . . . . . . . 5.08 Payments Withheld . . . . . . . . . . . . . . . . . . . . . . 5.09 Delayed Payments. . . . . . . . . . . . • • • • • . . . . 6. Extra Work and Claims 6.01 Change Orders . . . • • • • • • • . • ' ' ' ' . • . . . . . . . . . . . 6.02 Minor Changes . . . . . 6.03 Extra Work. . . . . . . . . 6.04 Time of Filing Claims . . . . . . . . . . . . . . . 7, Abando;vnent of Contract 7.01 Abandonment by Contractor . . . . • • • • • • . • • • ' ' ' ' ' ' . . . . 7.02 Abandonment by Owner. . . • • . • • • • . • • ' ' . ' ' ' ' ' . rnl?�Jwd/ JUN 11 '90 04:40PM CITY OF BAYTOWN P.12i29 is GENERAL CONDITIONS OF AGREEMENT 1. DEFINITIONS OF TERMS 1.01 Oi4NER, CONTRACTOR AND ARCHITECT. The OWNER, the CONTRACTOR and the ARCHITECT are those persons or organizations identified as such in the Agreement and are referred to throughout the Contract Documents as if singular in number and masculine in gender. The term ARCHITECT means the ARCHITECT or his duly authorized representative. The ARCHITECT shall be understood to be the ARCHITECT of the OWNER, and nothing contained in the Contract Documents shall create any contractual or agency relationship between the ARCHITECT and the CONTRACTOR. 1.02 CONTRACT DOCQ,%1ENTS. The Contract Documents shall Consist Of the Notice to Contractors (Advertisement), Special Conditions (Instructions to Bidders) , Proposal, signed Agreement, Performance and Payment Bonds (when required), special Bonds (when required), Special Addenda, Special provisions, General Conditions of the Agreement, Scope of Work, Technical Specifications, Plans, and all modifications thereof incorporated in any of the documents before the execution of the agreement. The Contract Documents are complementary, and what is called for by any one shall be as binding as if called for by all. In case of conflict between any of the Contract Documents, priority of'_ interpretation shall be in the following order: Signed Agreement, Special Provisions, Performance and Payment Bonds, Special Bonds (if any), Special Addenda, Proposal, Special Conditions of Agreement, Notice to Contractors, Scope of work, Technical Specifications, Plans, and General Conditions of Agreement. 1.03 SUB - CONTRACTOR. The term Sub- Con__actcr, as employed herein, includes only those having a direct contract with the CONTRACTOR and it includes one who furnishes material worked to a special design according to the plans or specifications of this work, but does not include one who merely furnishes material not so worked. 1.09 WRITTEN NOTICS. Written notice shall be deemed to have been duly served if delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended, or if delivered at o: sent by registered mail to the last business address known to him who gives the notice. 1.05 WORK. The CONTRACTOR shall provide any pay for all materials, supplies and machinery, equipment, tools, superintendence, labor, services, insurance, and all water, light, power, fuel, transportation and other facilities necessary for the execution and completion of the work covered by the contract documents. Unless otherwise specified, all materials shall be new and both workmanship and materials shall be of a good quality. The CONTRACTOR shall, ire required, furnish satisfactory evidence as to the kind and qualithavefa materials. Materials or wort, described in words which so applied well known technical or trade meaning shall be held to refer to such recognized standards. 41 JUN 11 '98 04:40PM CITY OF BAYTOWN P.13/29 ® 1.06 EXTRA WORK. The term "Extra Work" as used in this contract shall be understood to mean and include all work that may be required by the ARCHITECT or OWNER to be done by the CONTRACTOR to accomplish any change, alteration or addition to the work shown upon the plans, or reasonably implied by the specifications, and not covered by the CONTRACTOR'S Proposal, except as provided under "Changes and Alterations ", herein. 1.07 WORKING DAY. A "Working Day" is defined as any day not including Saturdays, Sundays, or any legal holidays, in which weather or other conditions, not under the control of the CONTRACTOR, will permit construction of the principal units of the work for a period of not less than seven (7) hours between 7:00 a.m. and 6:00 p.m. 1.08 CALENDAR DAY. "Calendar Day" is any day of the week or month, no days being excepted. 1.09 SUBSTANTIALLY COMPLETED. By the term "substantially completed" is meant that the facility or building has been made suitable for use or occupancy or the facility is in condition to serve its intended purpose, but still may require minor miscellaneous work and adjustment. 2. RESPONSIBILITIES OF THE ARCHITECT AND THE CONTRACTOR 2.01 OWNER- ARCHITECT RELATIONSHIP. The ARCHITECT will be the OWNER'S representative during construction. The duties, responsibilities and limitations of authority of the ARCHITECT as the. - OWNER'S representative during construction are as set forth in the Contract Documents and shall not be extended or limited without written consent of the OWNER and ARCHITECT. The ARCHITECT will advise and consult with the OWNER, and all of OWNER'S instructions to the CONTRACTOR shall be issued through the ARCHITECT, 2.02 PROFESSIONAL INSPECTION BY ARCHITECT. The ARCHITECT shall make periodic visits to the site to familiarize himself" generally with the progress of the executed work and to determine i= such work generally meets the essential performance and design features and the technical and functional Architectural and /or engineering requirements of the Contract Documents; provided and except, however, that CONTRACTOR'S or subcontractor's, servants or employees or any other person, firm or corporation performing or attempting to perform any of the work. 2.03 PAYMENTS FOR WORK. The ARCHITECT shall review CONTRACTOR'S applications for payment and supporting data, determine the amount owed to the CONTRACTOR and approve, in writing, payment to CONTRACTOR in such amounts; such approval of payment to CONTRACTOR constitutes a representation to the OWNER of ARCHITECT'S professional judgment that the work has progressed to the point indicated to the best of his knowledge, information and belief, but such aproval of an application for payment to CONTRACTOR shall not be deemed as a representation by ARCHITECT that ARCHITECT has made any examination to determine how or for what purpose CONTRACTOR has used the moneys paid on account of the Contract price. 2.04 INITIAL DETERMINATIONS. The ARCHITECT initially shall determine all claims, disputes and other matters in question between the CONTRACTOR and the 011NZR relating to the execution or progress of 40 0 JUN 11 '90 04:41PM CITY OF BAYTOWN P.14/29 the work or the interpretation of the Contract Documents and the ARCHITECT's decision shall be rendered in writing within a reasonable time. 2.05 OBJECTIONS, In the event the ARCHITECT renders any decision which, in the opinion of either party hereto, is not in accordance with the meaning and intent of this contract, either party may file with the ARCHITECT within thirty days his written objection to the decision. 2.07 CONTRACTOR'S DUTY AND SUPERINTENDENCE. The CONTRACTOR shall give adequate attention to the faithful prosecution and completion of this contract and shall keep on the work, during its progress, a competent superintendent and any necessary assistants. The superintendent shall represent the CONTRACTOR in his absence and all directions given to him shall be as binding as if given to the CONTRACTOR. The CONTRACTOR is and at all times shall remain an independent contractor, solely responsible for the manner and method of completing his work under this contract, with full power and authority to select the means, method and manner of performing such work, so long as such methods do not adversely affect the completed improvements, the•OWN£R and ARCHITECT being interested only in the result obtained and conformity of such completed improvements to the plans, specifications and contract. Likewise, the CONTRACTOR shall be solely responsible :or the safety Of himself, his employees and other persons, as well as for the protection of the safety of the improvements being erected and the property of himself or any other person, as a result of his operations hereunder. Architecting construction drawings and specifications as well as any additional information concerning the fork to be performed passing from or through the ARCHITECT shall not be interpreted as requiring or allowing CONTRACTOR to deviate from the plans and specifications, the intent of such drawings, specifications and any other such instructions being to define with particularity the agreement of the parties as to the work the CONTRACTOR is to perform. CONTRACTOR shall be fully and completely liable, at his own expense, for design, construction, installation and use, or non -use, of all items and methods incident to performance of the contract, and for all loas, damage or injury incident thereto, either to person or property, including, without limitation, the adequacy of all temporary supports, shoring, bracing, scaffolding, machinery or equipment, safety precautions or devices, and similar items or devices used by him during construction. Any review of work in process, or any visit or observation during construction, or any clarification of plans and specifications, by the ARCHITECT, or any agent, employee, or representative of either of them, whether through personal observation on the project site or by means of approval of shop drawings for temporary construction or construction processes, or by other means or method, is agreed by the CONTRACTOR to be for the purpose of observing the extent and nature of work completed or being performed, as measured against the drawings and specifications constituting the contract, or for the purpose of enabling CONTRACTOR to more fully understand the plans and specifications so that the am JUN 11 199 04 :47PM CITY OF BAYTOWN P.15/29 completed construction work will conform thereto, and shall in no way relieve the CONTRACTOR from full and complete responsibility for the proper performance of his work on the project, including but without limitation the propriety of means and methods of the CONTRACTOR in performing said contract, and the adequacy of any designs, plans or other facilities for accomplishing such performance. Deviation by the CONTRACTOR from plans and specifications that may have been in evidence during any such visitation or observation by 'the ARCHITECT, or any of his representatives, whether called to the CONTRACTOR'S attention or not shall in no way relieve CONTRACTOR from his responsibility to complete all work in accordance with said plans and specifications. 2.06 CONTRACTOR'S UNDERSTANDING. It is understood and agreed that the CONTrACTOR has, by careful examination, satisfied himself _as to the nature and location of the work, the conformation of the ground, the character, quality and quantity of the materials to be encountered, the character of equipment and facilities needed preliminary to and during the prosecution of the work, the general and local conditions, and all other matters which can in any way affect the work under this contract. No verbal agreement or conversation with any officer, agent or employee of the OWNER or ARCHITECT either before or after the execution of this contract, shall affect or modify any of the terms or obligations herein contained. 2.09 CHARACTER OF WORKMEN. The CONTRACTOR agrees to employ only orderly and competent men, skillful in the performance of the type of work required under this contract, to do the work; and agrees that_ wherever the ARCHITECT shall inform him in writing that any man or men on the work are, in his opinion, incompetent, unfaithful or disorderly, such man or men shall be discharged from the work and shall not again be employed on the work without the ARCHITECT'S written consent. 2.11 SANITATION. Necessary sanitary conveniences for the use of laborers on the work, properly secluded from public observation, shall be constructed and maintained by the CONTRACTOR in such manner and at such points as shall be approved by the ARCHITECT, and their use shall be strictly enforced. 2.12 SHOP DRAWINGS. The CONTRACTOR shall submit to the ARCHITECT, with such promptness as to cause no delay in his own work or in that of any other Contractor, four checked copies, unless otherwisQ specified, of all shop and /or setting drawings and schedules required for the work of the various trades, and the ARCHITECT shall pass upon them with reasonable promptness, making desired corrections. Tha CONTRACTOR shall make any corrections required by the ARCHITECT, file with him two corrected copies and furnish such other copies as may be needed. The ARCHITECT'S approval of such drawings or schedules shall not relieve the CONTRACTOR from responsibility for deviations from drawings or specifications, unless he has in writing called the ARCHITECT'S attention Oto such deviations at the time of submission, nor shall it relieve him from responsibility for errors of any sort in shop drawings or schedules. It shall be the CONTRACTOR'S responsibility to fully and completely review all shop drawings to a3certain their effect on his ability to perform the required contract work in accordance with the plans and specifications and within the contract time. 0 JUN it 190 04 :47PM CITY OF BAYTOWN P.16/29 ® Such review by the ARCHITECT shall be for the sole purpose of drawings or schedules to result in determining the sufficiency of said the plans and specifications, finished improvements in conformity with CONTRACTOR of his duty as an independent and shall not relieve the as set forth, it being expressly understood and contractor previously agreed that the ARCHITECT does not assume any duty to pass upon the means or propriety or adequacy of such drawings or schedules, or any of either person methods reflected hereundery or property CONTRACTOR'Srpeaforiaan e 2.13 PRELIMINARY APPROVAL. The ARCHITECT shall not have the power furnishing by the to waive the obligations of this contract for the his good work as herein CONTRACTOR of good material, and of performing the plans and Specifications. described, and in Pull accordance with the ARCHITECT to discover, object ndemn failure or omission of or material shall release the CONTRACTOR from the any defective work to fully and properly perform the contract, including obligations limitations, the obligation to at once tear out, remove and upon without properly replace the same at any time prior to final acceptance provided, however, the discovery of said defective work or material; raquest of the CONTRACTOR, inspect and that the ARCHITECT shall, upon furnished, and in event the material has accent or reject any material by the ARCHITECT, such acceptance shall be binding once been accepted OWNER unless it can be clearly shown that such material on the furnished does not meet the specifications for this work. Any questioned work may be ordered taken up or removed for re- and if found examination, by the ARCHITECT, prior to final acceptance, for said work, all expense of not in accordance with the specifications replacement shall- be borne by the removing, re- examination and thus incurred shall be allowed as CONTMCi0R, otherwise the expense for by the OWNER; provided that, where EXTRA wORX, and shall be paid required by the specifications inspection or approval is specifically work, should the CONTRACTOR proceed prior to performance of certain requesting prior inspection or approval he shall with such work without and replacing this work if so bear all expense of taking up, removing, directed by the ARCHITECT. 2,19 DEFECTS "D THEIR REMEDIES. It is further agreed that if the the site of the work or any part thereof, or any aterial brought on shall be deemed by work for use in the work or selected for the same, in conformity with the the ARCHITECT as unsuitable or not the CONTRACTOR shall, after receipt of written notice specifications, ARCHITECT, forthwith remove such material and rebuild thereof from the remedy such work so that it shall be in full accordance or otherwise with this contract. 2.15 CHANGES AND ALTERATIONS. The CONTRACTOR further agrees that see the OWNER may make such charges and alterations dimensions, p la s or rater als for the fit, in the line, grade, form, thereof, either before or aster work herein contemplated, or any part affecting the validity of the beginning of the construction, without Performance and Payment Bonds. this contract and the accompanying diminish the quantity of the work to .If such changes or alterations the basis for a claim for damages, be done, they shall not constitute the work that may be dispensed with, except or anticipated profits on Illy% JUN 11 '98 04 :48PM CITY OF BAYTOWN P. 17/29 M as provided for unit price items under Section 5 "Measurement and Payment ". If the amount of work is increased, and the work can fairly be classified under the specifications, such increase shall be paid for according to the quantity actually done and at the unit price, if any, established for such work under this contract, except as provided for unit price items under Section 5 ,Measurement and Payment "; otherwise, such additional work shall be paid for as provided under Extra Work. In case the OWNER shall make such changes or alterations as shall make useless any work already done or material already furnished or used in said work, then the OWNER shall recompense he CONTRACTOR for any such material or labor so used, and for r any change, due to actual expenses incurred in preparation for the work as originally planned. 3. GENERAL OBLIGATIONS AND R?SPONSIBILITIES 3.01 KEEPING OF PLANS AND SPECIFICATIONS ACCESSIBLE. The ARCHITECT shall furnish the CONTRACTOR with an adequate and reasonable number of copies of all plans and specifications without expense to him, and the CONTRACTOR shall keen one copy of the same constantly work, with the latest revisions noted thereon. 3.02 OWNERSHIP 0- DRAWINGS. All drawings, specifications and copies thereof furnished by the ARCHITECT shall not be reused on other work, and, with the exception of the signed contract sets, are to be returned to him on request, at the cc= lotion of the work. All models are the-_ property of the OWNER. 3.03 ADEQUACY OF DESIGN. It is understood that the OWNER believes it has employed competent Architects and designers. It is, therefore, agreed that the OWNER shall be responsible for the adequacy of the design, sufficiency of the Contract Documents, the safety of the structure and the practicability 'of the operations of the completed project; provided the CONTRACTOR has complied with the requirements of the said Contract Documents, all approved modifications -thereon, the additions and alterations thereto approved in writing by The burden of proof of such compliance shall be upon the CONTRACTOR to show that he has complied with the said requirements of the Contract Documents, approved modifications thereof and all approved additions and alterations thereto. 3.04 RIGHT OF ENTRY, ?he OWNER reserves the right to enter the property or location on which the works herein ents tar ctedmfore are tof be constructed or installed, by such agent or agents the purpose of collateral eworkkasosaidrOFNER may desioe constructing or installing such 3.05 COLLATERAL CONTRACTS. The OWNER agrees to provide by separate contract or otherwise, all labor and material essential to the completion of the work specifically excluded frog this contract, in much manner as not toJhdelay such progress s Of re thsoeciflcallydazr+en tinned CONTRACTOR, except elsewhere in the Contract Documents. 3.06 DISCREPANCIES AND OMISSIONS• It is further agreed that it is Lhe materi inten be furnished mina accordancel with r then general y eacceptedl practice M JUN it 190 04 :49PM CITY OF BAYTOWN P. 18/29 and in the event of any discrepancies between the separate contract. documents, the prioxity of interpretation de�ined under "Contract Documents" shall govern. In the event that there is still any doubt as to the meaning and intent of any portion of the contract, specifications or drawings, the ARCHITECT shall define which is intended to apply to the work. 3.07 EQUIPMENT, MATERIALS AND CONSTRUCTION PLANT. The CONTRACTOR shall be responsible for the care, preservation, conservation, and protection of all materials, supplies, machinery, equipment, tools, apparatus, accessories, facilities, all means of construction, and any and all parts of the work, whether the CONTRACTOR has been paid, partially paid, or not paid for such work, until the entire work is completed and accepted. 3.08 DAMAGES. In the event the CONTRACTOR is damaged in the course of the completion of the work by the act, neglect, omission, mistake or default of the OWNER, or of the ARCHITECT, or of any other CONTRACTOR employed by the O;fNER upon the work, thereby causing loss to the CONTRACTOR, the OWNER agrees that he will reimburse the CONTRACTOR for such loss. In the event the OWNER is damaged in the course of the work by the act, negligence, omission, mistake or default of the CONTRACTOR, or should the CONTRACTOR unreasonably delay the progress of the work being done by others on the job so as to cause loss for which the OWNER becomes liable, then the CONTRACTOR shall reimburse the 04INER for such loss. 3.09 PROTECTION AGAINST ACCIDENT TO EMPLOYEES AND THE PUBLIC. The. _ CONTRACTOR shall at all times exercise reasonable precautions for the safety of employees and others on or near the work and shall comply with all applicable provisions of Federal, State, and Municipal safety laws and building and construction codes. All machinery and equipment and other physical hazards shall be guarded in accordance with the "Manual of Accident Prevention in Construction" of the Associated General Contractors of ALnerica except where incompatible with Federal, State, or Municipal laws or regulations. The CONTRACTOR shall provide such machinery guards, safe walkways, ladders, bridges, gang? l other safety devices. The safety precautions actually taken and their adequacy shall be the sole responsibility of the CONTRACTOR, acting at his discretion as an independent contractor. 3.10 PERFORMANCE AND PAYMENT BONDS. Unless otherwise specified, it is further agreed by the parties to the Contract that the CONTRACTOR will execute separate performance and payment bonds, each in the sum Of one hundred (100) percent of the total contract price, in standard forms for this pUroose, guaranteeing faithful payment to all persons supplying labor and materials or furnishing him any equipment in the execution of the Contract, and it is agreed that this Contract shall not be in effect until such performance and payment bonds are furnished and approved by the OWNER. Unless otherwise approved in writing by the owNER, the surety company underwriting the bonds shall be acceptable according to the latest list or companies holding certificates of authority from the secretary o£ Treasury of the United States - unless otherwise ent c bonds/ shall be included in premium CONTRACTOR'S performance and paym • i JUN 11 '90 04:49PM CITY OF BAYTOWN P.19i29 40 proposal. 3.11 LOSSES FROM NATURAL CAUSES. Unless otherwise specified, all loss or damage to the CONTRACTOR arising out of the nature of the work tion of the elements, or from any unforeseen to be done, or from the ac circumstance in the prosecution of the same, or from unusual obstructions or difficulties which may be encountered in the prosecution of the work, shall be sustained and borne by the CONTRACTOR at his own cost and expense. 3.12 PROTECTION OF ADJOINING PROPERTY. The said CONTACTOR hall take proper means to protect the adjacent or adjoining p Y or way encountered, which might be insured or seriously properties in any affected by any process of construction to be undertaken under this Agreement, from any damage or injury by reason of Said Process of construction; and he shall be liable for any and all claims for such damage on account of his failure to fully protect all adjoining property. CONTRACTOR AGREES TO AND SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND, THE 07,rTNER, ARCHITECT, AND THEIR RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, CAUSES EXPENSES OF OF ACTION, SUITS AND LIABILITY Of EVERY KIND, INCLUDING ALL LITIGATION, COURT COSTS, AND ATTORNEYS' FEES FOR DAMAGE TO ANY ADJACENT OR p.DJOINING PROPERTY, ARISING OUT OF OR IN CONNECTION WITH THE WORK DONE BY CONTRACTOR UNDER THIS CONTRACT, WHERE SUCH IAG OTHER PARSON BY THE JOINT NEGLIGENCE OF THE OWNER OR ARCHITECT, AND OR ENTITY, IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH THE CONTRACTOR AND THE OWNER, THAT THE INDEMNITY PROVIDED FOR IN THIS. PARAGRAPH i5 AN INDEMNITY BY THE CONTRACTOR TO INDEMNIFY, PROTECT AND — DEFEND THE OWNER AND /OR ARCHITECT FROM TpGggONTHATEN NEGLIGENCE OP S�'A AND /OR ARCHITECT' S OWN NEGLIGENCE, EATH FOR DAMAGE. FURTHERMORE, THE CONCURRING CAUSE OF THE INJURY, IND -UNITY PROVIDED FOR IN TRIS PARAGRAPH SF.ALL HAVE NO APPLICATION TO ANY CLAIh1, LOSS, DAMAGE, CAUSE OF ACTION, SUIT AND LIABILITY WHERE THE INJURY, RJARCHITECT DEATH OR MIXED RESULTS OOF ANY OTHER taPERSONNOR ENTITY. OWNER 0. 3.13 PROTECTION AGAINST CLAIMS OF SUBCONTRACTORS, LABORERS, I'1.TFRIALMEN AND FURNISHERS OF MACHINERY, EQUIPMENT AND SUP ?LIES. P CONTRACTOR AGREES TO AND SHALL INDEMNIFY, HOLD !iARMLESS AND DEFEND, THE OWNER, AND THEIR RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES, FROM AND AGAINST ANY ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES Or LITIGATION, COURT COSTS, AND ATTORNEYS' FEES FOR ANY AND RIADEIAANDSnOF SUB - CONTRACTORS, LABORERS, WopdOAZII, MECHANICS, FURNISHERS OF' MACI�INERY AND PARTS THINCURRED EQUIPMENT, TOOLS, FURTTHERANCCEOr THE ALL SUPPLIES, INCLUDING COMMISSAR_v , PER- 011."CE OF THIS CONTRACT, REGARDLESS OF WHETHER SUCH CLAIIAS OR DAMAGES ARE CAUSED BY THE JOINT NEGLIGENCE OF THE OWNER AND /OR DAMAITf;CT, AND ANY OTHER PERSON OR ENTITY. IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH THE CONTRACTOR AND TRF OWNER, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS AN INDEMNITY BY THE CONTRACTOR TO INDEMNIFY, PROTECT AND DEFEND THF, T''NER AND ARCHITECT FROM THE CONSEQUENCES OF THE OWNER'S AND /OR ARCHITECT'S OWN NEGLIGENCE, F7HERE THAT NEGLIGENCE IS A CONCURRING CAUSL OF THE INJURY, DEATH OR DAMAGE. FURTHERMORE, THE INDEMNITY PROVIDED DAMAR IN CAUSE OF PARAGRAP ONH LOSS, SHALL HAVE NO APPLICATION TO ANY CLAIM, SUIT AND LIABILITY WHERE THE INJURY, DEATH OR DAMAGE RESULTS FROM THE i /I/ JUN it 190 04 :50PM CITY OF BAYTOWN P. 2e/29 SOLE NEGLIGENCE OF THE OWNER OR WhCenlTsoT desiredEDb WITH hejHOWNER FAULT the ANY OTHER PERSON OR ENTITY. When Y CONTRACTOR shall furnish satisfactory evidence that all obligations of ean paid, discharged or waived• the nature hereinabove designated have bthe If the CONTRACTOR fails to do o, then unpaidjbills , a of which the �OWNER the CONTRACTOR either p a Y directly y has written notice, or rom the CONTRACTOR'S unpaid withhold f compensation ach m f R'ela;mseuneO reasonably satisfacto yfevidence is furnished any and all su discharged, Whereupon payments to that all liabilities have been fully 9 the CONTRACTOR shall be resumed in full, in =oV �g dons eof with this sentence of this contract, but in no event shall the p any obligation upon the OWNER by either be construed to impose the CONTRACTOR or his Surety. 3.14 PROTECTION AGAINST oya t es�Tand licenseTfees, anINVENTION. hall provide CONTRACTOR shall pay deli device, material or process covered by for the use of r design, legal agreement with the letters patent or copyright by products hereby patentee or owner• CONTRACTOR warrants that the usedp in association incorporated into the project and /or any upon violate any patent, with the project does not infringe up of third copyright, trade secret or any other proprietary right any party; in the event of any claim by any third party agaisththe OWNER, ARCHITECT or any of its off -cars, agents and/ employees, ARCHITECT shall Oir��ER S AND /OR ARC'rIImECT' S NAtvg,�BUTRATHTHE CONTFt CTORCS. CLAIM, IN TAE HOLD HARMLESS, AND DEFEND THE OWNER AND— EXPENSE, AND SHALL INDEMNIFY, AND ANYONE DIRECTLY Or ( INDIRECTLY ARCHITECT AND THEIR OrFICERS, AGENTS, EMPLOYED BY ESTHCAUSQS OF. 00,' SUITS D TS AAND N ABILITY N OF FVE4Y�I ND, DAMAGES, LOSS, INCLUDING, BUT NOT LIMITED TO, ALL EXPENSES. OF LITIGATION. COURT CO AND ATTORNEYS' FEES, FOR INJURY, DEATH OR DA1 oRODUCOT l )Y USED IN PARTY, IN TAE PRISING OUT OF OR IN CONNECTION WITH THE BY PERFORMANCE RESULTING INJURY, DEATH FOR DAMAGE TO TO'HIRDiPARTIES SUCH IS CAUSED 1N AND ANY RESUL IS PART BY THE ACTS AND /OR OMISSIONS OF THE RE-TO BOTH AND/OR CONTRACTOR T AND THE EXPRESSED INTENTION OF THE ?rYRTIES HER TO, THE OWNER, THAT THE INDEMNITY PROVIDED FpROTECTTA^1D DEFEND THE OWNER 1NDEMNITY HY THE CONTRACTOR TO INDE�"NIFY, AND A.RCHITECTOMISOIONSF, WCONSEQUENCES OVIOER�Sy ORrr' ARCHITECT' SR CTS ;AND /OR ACTS AND /OR OMISSIONS, WgrRECAUE OOFrRTHuOINC'IINGEr4FNTS UPON ORDVIOLATIONI F ANY THE CONCURRING RIGHT PATENT, COPYRIGHT, TRADE SECRET OF ANY THT- RDOPARTYAIN CONNECT ON WITH RESULTING _NJQ R , THE PRODUCTS PROVIDED, INCORPORATED, OR USD IN THE PROJECT UNDER TAX CONTRACT FURTHERMORE, TSE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL HAVE NO APPLICATION TO Ally CLAIM, LOSS, DAMAGE, IO°AIION OCFiAANY SUIT AND LIABILITY WHER-. THE INFRINGEMENT U ?ON OR PATENT, COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHTS AND RESULTING INJURY, DEATH ROARCHA TO CT UNMIXED WITH THE FAO T OF ANY OTHER OMISSIONS OF THE. OWNER recess specified or required by PERSON OR ENTITY. If the v.ater_al or P the OWNER is an infringement, the CONTRACTOR shall be resp OWNER onsible for such loss unless he promptly gi7es such information to the OSR�ER �J , JUN it '98 04 :51PM CITY OF BAYTOWN P.21/29 ® 3.15 LAWS AND ORDINANCES. The CONTRACTOR shall at all times observe and comply with all Federal, State and local laws, ordinances and regulations, which in any manner affect the contract or the work, and shall jndemnify and save harmless the OWN °R and ARCHITECT against any claim arising from the violation of any such laws, ordinances, and regulations whether by the CONTRACTOR or his employees, except where such violations are called for by the provisions of the Contract Documents. If the CONTRACTOR observes• that the plans specifications are at variance therewith, he shall promptly notify the ARCHITECT in writing, and any necessary changes shall be adjusted as provided in the contract for changes in the work. If the CONTRACTOR performs any work knowing it to be contrary to such laws, ordinances, rules and regulations, and without such notice to the ARCHITECT, he shall bear all costs arising therefrom. In case the OWNER is a body politic and corporate, the law from which it derives its powers, insofar as the same regulates the objects for which, or the manner in which, or the conditions under which the OWNER may enter into contract, shall be controlling, and shall be considered as -part of this contract, to the same effect as though embodied herein. 3.1E ASSIGNMENT ANO SUBLETTING. The CONTRACTOR further agrees that he will retain personal control and will give his personal attention to the fulfillment of this contract and that he will not assign by Power of Attorney, or otherwise, or sublet said contract without the written consent of the ARCHITECT, and that no part or feature of the work will be sublet to anyone objectionable to the ARCHITECT or the OPiNER. The CONTRACTOR further agrees that the subletting of any portion or feature-- of the work, or materials required in the performance of this contract, shall not relieve the CONTRACTOR from his full cbligations to the OWNER, as provided by this Agreement. 3.17 INDEZINIFICATION. CONTRACTOR AGREES TO AND SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND,' THE OWNER, ARCHITECT, AND THEIR RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAbIAGES, CAUSES 0_ ACTION, SUITS AND LIABILITY OF EVERY KIND, INCLUDING ALL XPENSES OF LITIGATION, COURT COSTS, AND ATTORNEYS' FEES FOR INJURY TO OR DEATH OF ANY PERSON, OR FOR DAMAGE TO ANY PROPERTY, A_gISING OUT OF OR IN CONNECTION WITH THE WORK DONE BY CONTRACTOR UNDER THIS CONTRACT, WHERE SUC3 INJURIES, DEATH OR DAMAGES ARE CAUSED BY THE JOINT NEGLIGENCE OF THE 0*17R OR ARCHITECT, AND ANY OTHER PERSON OR ENTITY. IT I5 THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH THE CONTRACTOR AND THE OWNER, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAaH IS AN INDEMNITY BY THE, CONTRACTOR TO INDEMNIFY, PROTECT PW]0 DEFEND THE OWNER AND ARCHITECT FROM THE CONSEQUENCES Q C Or- £NCE OWNS R' A AND /OR ARCHITECT'S OWN NEGLIGENCE, WFIFRIE CONCURRING CAUSE OF THE INJURY, DEATH OR DAMAGE. FURTHERMORE, THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPS SHALL HAVE NO APPLICATION TO ANY CLAIM, LOSS, DAMAGE, CAUSE OF ACTION, SUIT AND LIABILITY WHERE THE INJURY, DEATH OR DAMAGE RESULTS FROM THS SOLE NEGLIGENCE OF OWNER OR ARCHITECT UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR ENTITY. 3.18 INSURANCE. The CONTRACTOR at his own expense shall purchase, maintain and keep in force such insurance as will protect him from claims set forth bQlow which may arise out of or result from the CONTRACTOR'S operations under the Contract, whether such operations be by himself or by any Sub- contractor or by anyone directly or indirectly JUN 11 '98 04 :51PM CITY OF BAYTOWN employed by any of them, or by anyone for whose acts any of them may be liablet tl) Workmen's compensation claims, disability benefits and other similar employee benefit acts; (2) Claims for damages because of bodily injury, occupational sickness or disease, or death of his employees, and claims insured by usual bodily injury liability coverages; (3) Claims for damages because of bodily injury, sickness or disease, or death of any person other than his employees, and claims insured by usual bodily injury liability coverages; and (4) Claims for damages because of injury to or destruction of tangible property, including loss of use resulting therefrom. P. 22/29 3.16.1 CERTIFICATE OF INSURANCE. Before commencing any of the work, CONTRACTOR shall file with the OWNER valid Certificates of Insurance acceptable to the OWNER and the ARCHITECT. such Certificates shall contain a provision that coverages afforded under the policies will not be cancelled until at least fifteen days prior written notice has been given to the OWNER. The CONT3P.CTOR shall also file with the OPINER valid Certificates of Insurance covering all sub - contractors. 4. PROSECUTION AND PROGRESS 4.01 TIME AND ORDER OF COMPLETION. It is the meaning and intent of this contract, unless otherwise herein specifically provided, that the CONTRACTOR shall be allowed to prosecute his work at such times, and be seasons, in such order of precedence, and in such m nn a er as thatl the most conducive to economy of construction; p ime of prosecution shall be such that the work shall be order and the t substantially completed as a whole and in part, inwi accordance with this contract, the plans and specifieationsTOVided, also, that when the completion designated in the Proposal; provided, or by his own OWNER i3 having other work done, either by force, the ARCHITECT may direct 50 thattine conflictnwillobeconstructing tract, the work done under this con works being done for the OWNER shall be construction of the various harmonized. The CONTRACTOR shall submit, at such times as may reasonably be in requested by the ARCHITECT, schedules which shall show the es r d which which the CONTRACTOR proposes to carry on the work, the CONTRACTOR will start the several parts of the work, and estimated dates of completion Of the several Parts. 4.02 EXTENSION of TIME. Should the CONTRACTOR be delayed in the completion of the work by any act or neglect of the OWNER or ARCHITECT, or of any employee of either, or by other contractors employed by the M JUN 11 190 04 :52PH CITY OF BAYTOWN P. 23/29 ® 0 -vNER, or by changes ordered in the work, or by strikes, lock -outs, fires, and unusual delays by common carriers, or unavoidable cause or causes beyond the CONTRACTOR'S control/ or by any cause which the an extension ARCHITECT shall decide justifies the delay, then f cient to compensate or shall be allowed for completing the ', f the delay, the amount of the extension to be determined by the ARCHITECT, provided, however, that the CONT RACTOR shall give the ARCHITECT prompt notice in writing of the cause of such delay. 4.03 HINDRANCES AND DELAYS. No claims shall be made by the CONTRACTOR for damages resulting from hindrances or delays from any cause (except where the work is stopped by order of the OWNER) during the progress of any portion of the work embraced in this contract. In case said work shall be stopped by the act of the OWNER, then such expense as in the judgment of the 0ARCHITECT sCGNTRACT by such stoppage of said work shall be paid by the 5. MEASUREMENT AND PAYMENT m No extra or customary 5.01 QUANTITIES AND MERSURr ..Mc".N_S. measurements of any kind Will be allowed, but the actual measured and /or computed length, area, solid contents, nu- -mb r and weight only shall be considered, unless otherwise specifically provided. ESTIMATED QUANTITIES. This agreement, including the 5.02 _ specifications, plans and estimate, in intended to show clearly the work to be done and materials to be furnished hereunder. estimated quantities are shown for the various classes of work to be done and material to be furnished under this contract, they are approximate and are to be used only as a basis for estimating the probable cost of the work and for cc nparing the proposals offered for the actual amount of work the work.. It is understood and agreed that to be done and material to be furnished under this contract may differ somewhat from these estimates, and that where thb sisl be formthe under this contract is the unit price method, payment actual amount of such work done and the material furnished, Where payment is based on the unit price method, the CONTRACTOR agrees that ha will make no claim for damages, anticipated profits or otherwise on account of any differences which may be found between the quantities or work actually done, the material actually furnished under this contract and the estimated quantities contemplated and contained in the proposal; provided, however, that in case the actual quantity of any major item should become as much as 201 mere than, or 201 less than the estimated or contemplated quantity shfor such items, entitled to an revised party to this Agreement, upon demand, consideration upon the portion of the work above or below 20% of the estimated quantity. A "Major Item shall be construed to be any individual bid item incurred in the proposal that has a total cost equal to or greater than five (5) per cent of the total contract cost, computed on the basis of the proposal quantities and the contract unit prices• pny revised consideration is to be determined by agreement bovided the parties, otherwise by the terms of th4s Agreement, as P JUN 11 '90 04:52PM CITY OF BAYTOWN P.24/29 isunder "Extra Work ". 5.03 PRICE OF WORK. In consideration of the furnishing of all the necessary labor, equipment and material, and the completion of all work by the CONTRACTOR, and on the completion of all work and of the delivery of all material embraced in this Contract in full conformity with the specifications and stipulations herein contained, the OWNER agrees to pay the CONTRACTOR the prices set forth in the Propomal hereto attached, which has been made a part of this contract. ThQ CONTRACTOR hereby agrees to receive such prices in full for furnishing all material and all labor required for the aforesaid work, also for all expense incurred by him, and for well and truly performing the same and the whole thereof in the nanner and according to this Agreement. 5.04 PARTIAL PAYMENTS. On or before the loth day of each month, the CONTRACTOR shall prepare and submit to the ARCHITECT for approval or modification a statement showing as completely as practicable the total value of the work done by the CONTRACTOR up to and including the last day of the preceeding month; said statement shall also include the value of all sound materials delivered on the site of the work that are to be fabricated into the work. The O;gNER shall then pay the CONTRACTOR on or before the last day of the current month the total amount of the approved statement, less applicable retainage of the amount thereof, which retainage shall be retained until final payment, and further less all previous payments-_ and all further sums that may be retained by the OWNER under the terms of this Agreement. If the total Contract Price at time of Contract execution is Four Hundred Thousand Dollars ($400,000.00) or more, the agreed retainage until final payment will be Five Percent (5�), otherwise, the agreed retainage until final payment will be Ten Percent (10 %). 5.05 USE, OF COMPLETED PORTIONS. The O'vINER shall have the right to take possession of and use any completed or partially completed portions of the work, notwithstanding the time for completing the entire work or such portions may not have expired but such taking Possession and use shall not be deemed an acceptance of any work not completed in accordance with the Contract Documents. if such prior use increases the cost of or delays the work, the CONTRACTOR shall be entitled to such extra compensation, or extension of time, or both, as the ARCHITECT may determine. The CONTRACTOR shall notify the ARCHITECT when, in the CONTRACTOR'S opinion, the contract is "substantially completed" and when so notifying the ARCHITECT, the CONTRACTOR shall furnish to the ARCHITECT in writing a detailed list of unfinished work. The ARCHITECT will review the CONTRACTOR'S list of unfinished work and will add thereto such items as the CONTRACTOR has failed to include. The "substantial completion" of the structure or facility shall not excuse the CONTRACTOR from performing all of the work undertakQ n,, whether of a minor or major nature, and thereby completing the structure ox facility in accordance with the Contract Documents. 5.06 FINAL COMPLETION AND ACCEPTANCE. Within ten (10) days after the CONTRACTOR has given the ARCHITECT written notice that the work has • ill, JUN 11 190 04:53PM CITY OF BAYTOWN P.25/29 been completed, or substantially completed, the ARCHITECT and the OWNER work and within said time, wf the work be found to be shall inspect the in accordance with completed or substantially completed th the Contract Documents, the ARCHITECT shall issue to the OWNER and the CONTRACTOR his Certificate of Completion, and thereupon it shall be the duty of the OWNER to the CONTRACTOR a s or to advise Certificate of CONTRACTOR in the k writing of the reason for non - acceptance. 5.07 FINAL PAYMENT. Upon the issuance of the Certificate of Completion, the ARCHITECT shall proceed to make final measurements and prepare final statement by Contractor of the value of all work performed and materials furnished under the terms o thetCONTRACTORn alftd On Or shall certify same to the OWNER, who shall pay after the 30th day, and before the 35th day, after the date of the Certificate of Completion, the balance due the CONTRACTOR under the terms of this Agreement, provided he has fully Per his id contractual obligations under the terms of this contract; nbystha payment shall become due in any event upon said performance CONTRACTOR. Neither the Certificate of Acceptance nor the final payment, nor any provision in the Contract Documents, shall xelieve the CONTRACTOR of the obligation for fulfillment of any warranty which may be required. 5.08 PAYMENTS WITHHELD. The OWNER may, on account of subsequently discovered evidence, withhold or nullify the whole or cart of any certificate to such extent as may be necessary to protect himself from-_ loss on account of: (a) Defective work not remedied. (b) Claims filed or reasonable evidence indicating probable filing of claims. m ents (c) Failure of the CONTRACTOR to make pay properly to subcontractors or for material or labor, (d) Damage to another contractor. (e) Reasonable doubt that the work can be completed for the unpaid balance of the contract amount. (f) Reasonable indication that the work will not be completed within the contract time. when the above grounds are removed or the CONTRACTOR provides a Surety Bond satisfactory to the OWNER, which will protect the OWNER in the amount withheld, payment shall be made for amounts withheld because of them. 5.09 DELAYED PAYMENTS. Should the OWNER l fail or final to make payment to the CONTRACTOR of the sum named in any p in addtion payment is due, then the OF ?N ER shall gay to to ereon at thelrate to the sum shown as due by such statement, of six (6l per cent per annum, unless otherwise specified, from date due as provided under "Partial Payments" and "Final Payments ", until fully paid, which shall fully liquidate any injury to the CONTACTOR growing out of such delay in payment, but the right is expressly reserved to the CONTRACTOR in the event paym. ents be not promptly made, as provided under "Partial Payments ", to at any time thereafter treat tha contract as abandoned by the OWNER and recover compensation, as 40 JUN 11 '9e 04 :54PM CITY OF BAYTOWN P.26/29 provided under "Abandonment of Contract ", unless such payments are withheld in accordance with the provision of "Payments Withheld ". 6• EXTRA WORK AND CLAIMS 6.01 CHANGS ORDERS. Vlithout invalidating this Agreement, the OWNER may, at any time or from time to time, order additions, deletions or revisions to the work; such changes will be authorized by Change Order to be prepared by the ARCHITECT for execution by the OWNER and the CONTRACTOR. The Change Order shall set forth the basis for any change in contract price, as hereinafter set forth for Extra Work, and any change in contract time which may result from the change. In the event the CONTRACTOR shall refuse to execute a Change Order which has been prepared by the ARCHITECT and executed by the OWNER, the ARCHITECT may in writing instruct the CONTRACTOR to proceed with the work as set forth in the Changa Order and the CONTRACTOR may make claim against the OWNER for Extra work involved therein, as hereinafter provided. 6.02 IfINOR CHANGES. The ARCHITECT may authorize minor changes in the work not inconsistent with the overall intent of the Contract Documents and not involving an increase in Contract Price. If the CONTRACTOR believes that any minor change or alteration authorized by the ARCHITECT involves Extra Work and entitles him to an increase In the Contract Price, the CONTR.4CT0R shall make written request to the T ARCHITECT for a written Field Order. In such case, the CONTRACTOR by copy of his communication to the ARCHITECT or otherwise in writing shall advise the OWNER of his request to the ARC' for for a written field Order and that the- work involved may result in an increase in the Contract Price. Any request by the CONTRACTOR for a change in Contract_ Price shall be made prior to beginning the work covered by the proposed change. 6.03 EXTRA irOR<- It is agreed that the basis of compensation to the CONTRACTOR for work either added or deleted by a Change Order or for which a claim for Extra work is made shall be determined by one or more of the .following methods: Method(A) By agreed unit prices; or Method(B) - By agreed lump sLm; or Method(C) - If neither Method (A) nor Method (B) be agreed upon bafore the Extra Work is commenced, then the CONTRACTOR shall be paid the "actual field cost" of the work, plus fifteen (15) percent. In the event said Extra Work be performed and paid for under Method (C), then the provisions of this paragraph shall apply and the "actual field cost" is hereby defined to include th® cost to the CONTRACTOR of all workmen, such as foreman, timekeepers, IrAchanics and laborers, and materials, supplies, teams, trucks, rentals on machinery and equipment, for the time actually employed or used on such Extra Work, plus actual JUN 11 '90 04:54PM CITY OF BAYTOWN P. 2729 ® transportation charges necessarily incurred, together with all power, fuel, lubricants, water and similar operating expenses, also all necessary incidental expenses incurred directly on account of such Extra Work, including Social Security, Old Age Benefits and other payroll taxes, and, a rateable proportion of premiums on Performance and payment Bonds and Maintenance Bonds, public Liability and Property Damage and workmen's Compensation, and all other insurance as may be required by any law or ordinance, or directed by the OWNER, or by them agreed to. The ARCHITECT may direct the form in which accounts of the "actual field cost" shall be ;cent and the records of these accounts shall be made available to the ,ARCHITECT. The ARCHITECT or OWNER may also specify in writing, before the work coumences, the method of doing the work and the type and kind of machinery and equipment to be used; otherwise these matters shall be determined by the CONTRACTOR. unless otherwise agreed Upon, the prices for the use of machinery and equipment shall be determined by using 100 per cent, unless otherwise specified, of the latest schedule of Equipment Ownership Expense adopted by the Associated General Contractors of America. Where practicable the terms and prices for the use of machinery and equipment shall be incorporated in the written Extra work Order. The fifteen (15) per cent of the "actual field cost" to be paid the CONTRACTOR shall cover and compensate him for his profit, overhead, general superintendence and field office expense, and all other elements of cost and expense not embraced within the "actual field cost" as herein defined, save that where the CONTRACTOR'S Camp or 7ield Office must be maintained primarily on account of such Extra work; then the cost to maintain and operate the same shall be included in the "actual field_ cost ". ti No claim or Extra Work of any kind will be allowed unless ordered in writing by the ARCHITECT. In case any orders ox instructions, either oral or written, appear to the CONTRACTOR to involve Extra Work for which he should receive compensation or an adjustment in the construction time, he shall make written request to the ARCHITECT for written order authorizing such Extra Work. Should a difference of opinion arise as to what does or does not constitute Extra Work, or as to the payment therefor, and the ARCHITECT insists upon its performance, the CONTRACTOR shall proceed with the work after making written request for written order and shall keep an accurate account of the "actual field cost" thereof, as provided under Method (C). 6.04 TIME OF FILING CLAIMS. It is further agreed by both parties hereto that all questions of dispute or adjustment presented by the CONTRACTOR shall be in writing and fxledven tgy tdir ct iors�C orderhor thirty (30) days after the ARCHITECT has g any instruction to which the CONTRACTOR doaires to take exception. The ARCHITECT shall reply within thirty (30) days to such written exceptions by the CONTRACTOR and render his final decision in writing. 7. ABANDONMENT OF CONTRACT 7.01 ABANDONMENT BY CONTRACTOR. In Case the CONTRACTOR should abandon and fail or refuse to resume work within ten (10) days after written notification from the 0«NER, or the ARCHITECT, or when such CONTRACTOR fails to comply with the orders of the ARCHITECT, orders are consistent with the Contract Documents, then, and in that r�Jl► JUN 11 '98 04 :56PN CITY OF BAYTOWN P. 28i29 ® case, where performance and payment bonds exist, the Sureties on these bonds shall be notified in writing and directed to complete the work, and a copy of said notice shall be delivered to the CONTRACTOR. After receiving said notice of abandonment the CONTRACTOR Shall not remove from the work any machinery, equipment, nt, tools, supplies then on the job, but the same, together with any materials and equipment under contract for the work, may be held for use on the work by the OWNER or the Surety on the performance bond, o- another contractor in completion of the work; and the CONTRACTOR shall not receive any rental or credit therefor (except when used in connection with Extra Work, where credit shall be allowed as provided for under Section 6, Extra Work and Claims), it being understood that the use of such equipment and materials will ultimately reduce the cost to complete the work and be reflected in the final settlement. Where there is no performance bond provided or in case the Surety should fail to commence compliance with the notice for completion thin of such herein above provided for, rt ide for completion oLf theswork in either notice, then the OWNER may p of the following elective manners. 7.01.1 The OWNER may thereupon employ such force of men and use such machinery, equipment, tools, materials, and supplies as said OWNER may deem necessary to complete the work and charge the expense of such labor, machinery, equipment, tools, materials, and supplies to said CONTRACTOR, and expense so charged shall be deducted and paid by the T O;jNuR out of such moneys as may be due, or that may thereafter at any time become due to the CONTRACTOR under and by virtue of this Agreement. In case such expense is less than the sum which would have been payable under this contract, if the same had been completed by the CONTRACTOR, then said CONTRACTOR shall receive the difference_ In case such expense is greater than the sum which would have been payable under this contract, if the same had been completed by said CONTRACTOR, then the CONTRACTOR and /or his Surety shall pay the amount of such excess to the OWNER; or 7.01.2 The O7rN ER under sealed bids, after five (5) days notice published one or more times in a newspape`- having general ci__ *culation in the county of the location of the work, may let the contract for the completion of the work under substantially the same terns and conditions which are provided in this contract. In case any increase in cost to the OWNER under the new contract as compared to what would have been the cost under this contract, such increase shall be charged to the CONTRACTOR and the Surety shall be and remain bound therefor. However, should the cost to complete any such new contract prove to be less than what would have been the cost to complete under this contract, the CONTRACTOR and /or his Surety shall be credited therewith. When the work shall have been substantially completed the CONTRACTOR and his Surety shall be so notified and Certificates fCo pl hall and Acceptance, as provided in Paragraph be issued. A complete itemized statement of the contract accounts, certified to by the ARCHITECT as being Correct, shall then beup4epared and delivered to the CONTRACTOR and his Surety, P CONTRACTOR and /or his Surety, or the OWNER as the case fi shall (15) pay the balance due as reflected by said statement, • JUN 11 198 04 :57PM CITY OF BRYTOWN P.29/29 ® days after the date of such Certificate of Completion. In the event the statement of accounts shows that the cost to complete the work is less than that which would have been the cost to the OWNER had the work been completed by the CONTRACTOR under the terms of this contract; or when the CONTRACTOR and /or his Surety shall pay the balance shown to be due by them to the OWNER, then all machinery, equipment, tools, materials or supplies left on the site of the work shall be turned over to the CONTRACTOR and /or his Surety. Should the cost to complete the work exceed the contract price, and the CONTRACTOR and /or his Surety fail to pay the amount due the OY7NZR within the time designated herein above, and there remains any machinery, equipment, tools, materials or supplies on the site of the work, notice thQraof, together with an itemized list of such equipment and materials, shall be mailed to the CONTRACTOR and his Surety at the respective addresses designated in this contract, provided, however, that actual written notice, such property shall be held at the risk of the CONTRACTOR and his Surety subject only to the duty of the OWNER to exercise ordinary care to protect such property. After fifteen (15) days from the date of said notice the OWNER may sell such machinery, equipment, tools, materials or supplies and apply the net sum derived from such sale to the credit of the CONTRACTOR and his Surety. Such sale may be made at either public or private sale, with or without notice, as the OWNER may elect. The OWNER shall release any machinery, equipment, tools, materials or supplies, which remain on the work, and belong to persons other than the CONTRACTOR or his Surety, to their proper owners. The books on all operations provided herein shall be open to the CONTRACTOR-- and his Surety. 7.02 ABANDONMENT by OWNER. In case the OV114ER shall fail to comply with the terms of this contract, and should fail or refuse to comply with said terms within ten (10) days after written notification by the CONTRACTOR, then the CONTRACTOR may suspend or wholly abandon the work, and may remove therefrom all machinery, tools and equipment, and all materials on the site of work that have not been included in payments to the CONTRACTOR and have not been wrought into the work. And thereupon the ARCHITECT shall make an estimate of the total amount earned by the CONTRACTOR, which estimate shall include the value of all work actually completed by said CONTRACTOR (at the prices stated in the attached proposal where unit prices are used) , the value of all partially completed work at a fair and equitable price, and the amount of all Extra Work performed at the prices agreed upon, or provided for by the term5 of this contract, and a reasonable sum to cover the cost of any provisions made by the CONTRACTOR to carry the whole work to completion and which cannot be utilized. The ARCHITECT shall then make a final statement of the balance due the CONTRACTOR by deducting from the above estimate all previous payments by the OYTNER and all other sums that may be retained by the O;DER under the terms of this Agreement and shall certify same to the OWNER who shall pay to the CONTRACTOR on or before thirty (30) days after the date of the notification by the CONTRACTOR the balance shown by said final statement as due the CONTRACTOR, under the terms of this Agreement. :7 II1.1,1� .7 • EXHIBIT B ARCHITECT'S HOURLY RATES PRINCIPALS SENIOR PROFESSIONALS A. Project Managers B. Project Architects C. Spec. Writers D. Construction Administrator E. Designers/Interior Designers PROFESSIONAL STAFF A. Programmers B. Senior Production/CADD C. Intern Architect/CADD SUPPORT STAFF A. Secretary/Word Processors $150 $125 $100 $100 $ 85 $ 85 $ 80 $ 80 $ 65 $ 38 Rates are reviewed and or adjusted annually in April and are subject to reasonable increases at that time. M