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Ordinance No. 9,3184 ORDINANCE NO. 9318
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING AND DIRECTING THE CITY MANAGER AND THE CITY CLERK OF
THE CITY OF BAYTOWN TO EXECUTE AND ATTEST TO AN AGREEMENT WITH
BRICKER + CANNADY ARCHITECTS FOR THE DESIGN, ENGINEERING AND
CONSTRUCTION MANAGEMENT OF THE REPAIRS TO FIRE STATION ONE ON
GARTH ROAD; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN, THE SUM
OF TWENTY -FIVE THOUSAND AND NO /100 DOLLARS ($25,000.00); MAKING
OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE
DATE THEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the
City Manager and the City Clerk of the City of Baytown to execute and attest to an agreement with
Bricker + Can.nady Architects for the design, engineering and construction management of the repairs to Fire
Station One on Garth Road. A copy of said agreement is attached hereto, marked Exhibit "A," and made a part
hereof for all intents and purposes.
Section 2: That the City Council of the City of Baytown authorizes payment to
Bricker + Cannady Architects for the design, engineering and construction management of the repairs to Fire
Station One on Garth Road of the sum of TWENTY -FIVE THOUSAND AND N01100 DOLLARS
($25,000.00), pursuant to the Agreement.
Section 3: That pursuant to the provisions of Texas Local Government Code Annotated
§ 252.048, the City Manager is hereby granted general authority to approve any change order involving a
decrease or an increase in costs of TWENTY -FIVE THOUSAND AND NO /100 DOLLARS ($25,000.00) or
less, subject to the provision that the original contract price may not be increased by more than twenty-five
percent (25 %) or decreased by more than twenty -five percent (25 %) without the consent of the contractor to
such decrease.
Section 4: 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 14" day of February, 2002.
x, �!-
PETE C. ALFARO, Mayor
ATT T:
Ghp W. M1TH, City Clerk
APPROVED AS TO FORM:
IGI�ACIO RAMIREZ, SR., ty Attorney
F:\leanene\My Documents\ Council\ 0I -02\ February\ AuthorizeArchitectural Con tracORepairsToFireStationOne .doc
461 H E AMERICAN INSTITUTE O F A R C H I T E C T \S
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AIA Document B141
Standard Form of Agreement Between
Owner and Architect
1987 EDITION
THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH
AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION.
AGREEMENT
made as of the Eighth day of February in the year of
Nineteen Hundred and Two Thousand and Two
BETWEEN the Owner: The City of Baytown
(Name and address) P.O. Box 424
Baytown, Texas 77522-0424
and the Architect: Bricker + Cannady Architects
(Name and address) 5075 Westheimer, Suite 770
Houston, Texas 77056
For the following Project:
(Include detailed description of Project, location, address and scope.)
Renovation of:
Fire Station
4723 Garth Road
Baytown, Texas
Re: Project Scope - Exhibit 'C'
The Owner and Architect agree as set forth below.
Copyright 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977,©1987 by The American Institute
of Architects, 1735 New York Avenue, N.W., Washington, D.C. 20006. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will be
subject to legal prosecution.
AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•ALA. • ©1987
THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 B141-1987 1
WARNING:Unlicensed photocopying violates U.S.copyright laws and is subject to legal prosecution.
TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT
ARTICLE 1 schedule or construction budget, the Architect shall prepare,
ARCHITECT'S RESPONSIBILITIES for approval by the Owner, Design Development Documents
consisting of drawings and other documents to fix and describe
1.1 ARCHITECT'S SERVICES the size and character of the Project as to architectural, struc-
tural, mechanical and electrical systems, materials and such
1.1.1 The Architect's services consist of those services per- other elements as may be appropriate.
formed by the Architect,Architect's employees and Architect's 2.3.2 The Architect shall advise the Owner of any adjustments
consultants as enumerated in Articles 2 and 3 of this Agreement to the preliminary estimate of Construction Cost.
and any other services included in Article 12.
1.1.2 The Architect's services shall be performed as expedi 2.4 CONSTRUCTION DOCUMENTS PHASE
tiously as is consistent with professional skill and care and the
orderly progress of the Work.Upon request of the Owner,the 2.4.1 Based on the approved Design Development Docu-
Architect shall submit for the Owner's approval a schedule for ments and any further adjustments in the scope or quality of
the performance of the Architect's services which may be the Project or in the construction budget authorized by the
adjusted as the Project proceeds, and shall include allowances Owner,the Architect shall prepare,for approval by the Owner,
for periods of time required for the Owner's review and for Construction Documents consisting of Drawings and Specifica-
approval of submissions by authorities having jurisdiction over tions setting forth in detail the requirements for the construc-
the Project. Time limits established by this schedule approved tion of the Project.
by the Owner shall not,except for reasonable cause,be exceeded
by the Architect or Owner. 2.4.2 The Architect shall assist the Owner in the preparation of
the necessary bidding information, bidding forms, the Condi-
1.1.3 The services covered by this Agreement are subject to tions of the Contract,and the form of Agreement between the
the time limitations contained in Subparagraph 11.5.1. Owner and Contractor.
2.4.3 The Architect shall advise the Owner of any adjustments
ARTICLE 2 to previous preliminary estimates of Construction Cost indi-
SCOPE OF ARCHITECT'S BASIC SERVICES cated by changes in requirements or general market conditions.
2.4.4 The Architect shall assist the Owner in connection with
2.1 DEFINITION the Owner's responsibility for filing documents required for
2.1.1 The Architect's Basic Services consist of those described the approval of governmental authorities having jurisdiction
in Paragraphs 2.2 through 2.6 and any other services identified over the Project.
in Article 12 as part of Basic Services,and include normal struc-
tural, mechanical and electrical engineering services. 2.5 BIDDING OR NEGOTIATION PHASE
2.2 SCHEMATIC DESIGN PHASE 2.5.1 The Architect, following the Owner's approval of the
Construction Documents and of the latest preliminary estimate
2.2.1 The Architect shall review the program furnished by the of Construction Cost, shall assist the Owner in obtaining bids
Owner to ascertain the requirements of the Project and shall or negotiated proposals and assist in awarding and preparing
arrive at a mutual understanding of such requirements with the contracts for construction.
Owner.
2.2.2 The Architect shall provide a preliminary evaluation of 2.6 CONSTRUCTION PHASE—ADMINISTRATION
the Owner's program, schedule and construction budget OF THE CONSTRUCTION CONTRACT
requirements,each in terms of the other,subject to the limita-
tions set forth in Subparagraph 5.2.1. 2.6.1 The Architect's responsibility to provide Basic Services
for the Construction Phase under this Agreement commences
2.2.3 The Architect shall review with the Owner alternative with the award of the Contract for Construction and termi-
approaches to design and construction of the Project. nates at the earlier of the issuance to the Owner of the final
2.2.4 Based on the mutually agreed-upon program, schedule Certificate for Payment or 60 days after the date of Substan-
and construction budget requirements, the Architect shall tial Completion of the Work.
prepare, for approval by the Owner, Schematic Design Docu- 2.6.2 The Architect shall provide administration of the Con-
ments consisting of drawings and other documents illustrating tract for Construction as set forth below and in the edition of
the scale and relationship of Project components. ALA Document A201, General Conditions of the Contract for
2.2.5 The Architect shall submit to the Owner a preliminary Construction, current as of the date of this Agreement,unless
estimate of Construction Cost based on current area,volume or otherwise provided in this Agreement.
other unit costs. 2.6.3 Duties,responsibilities and limitations of authority of the
2.3 DESIGN DEVELOPMENT PHASE Architect shall not be restricted,modified or extended without
written agreement of the Owner and Architect with consent of
2.3.1 Based on the approved Schematic Design Documents the Contractor, which consent shall not be unreasonably
and any adjustments authorized by the Owner in the program, withheld.
AIA DOCUMENT B141 •OWNER-ARCHITECT AGREEMENT•FOURTEENTH EDITION•AIA• • 01987
THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 B141-1987 2
WARNING:Unlicensed photocopying violates U.S.copyright laws and is subject to legal prosecution.
2.6.4 The Architect shall be a representative of and shall advise quantity of the Work,(2)reviewed construction means,meth-
and consult with the Owner(1)during construction until final ods, techniques,sequences or procedures,(3)reviewed copies
payment to the Contractor is due,and(2)as an Additional Ser- of requisitions received from Subcontractors and material sup-
vice at the Owner's direction from time to time during the cor- pliers and other data requested by the Owner to substantiate
rection period described in the Contract for Construction.The the Contractor's right to payment or(4)ascertained how or for
Architect shall have authority to act on behalf of the Owner what purpose the Contractor has used money previously paid
only to the extent provided in this Agreement unless otherwise on account of the Contract Sum.
modified by written instrument.
2.6.11 The Architect shall have authority to reject Work which
2.6.5 The Architect shall visit the site at intervals appropriate does not conform to the Contract Documents. Whenever the
to the stage of construction or as otherwise agreed by the Architect considers it necessary or advisable for implementa-
Owner and Architect in writing to become generally familiar tion of the intent of the Contract Documents,the Architect will
with the progress and quality of the Work completed and to have authority to require additional inspection or testing of the
determine in general if the Work is being performed in a man- Work in accordance with the provisions of the Contract Docu-
ner indicating that the Work when completed will be in accor- ments, whether or not such Work is fabricated, installed or
dance with the Contract Documents. However, the Architect completed.However,neither this authority of the Architect nor
shall not be required to make exhaustive or continuous on-site a decision made in good faith either to exercise or not to exer-
inspections to check the quality or quantity of the Work. On cise such authority shall give rise to a duty or responsibility of
the basis of on-site observations as an architect, the Architect the Architect to the Contractor, Subcontractors, material and
shall keep the Owner informed of the progress and quality of equipment suppliers, their agents or employees or other per-
the Work, and shall endeavor to guard the Owner against sons performing portions of the Work.
defects and deficiencies in the Work. (More extensive site
representation may be agreed to as an Additional Service, as 2.6.12 The Architect shall review and approve or take other
described in Paragraph 3.2.) appropriate action upon Contractor's submittals such as Shop
Drawings, Product Data and Samples, but only for the limited
2.6.6 The Architect shall not have control over or charge of purpose of checking for conformance with information given
and shall not be responsible for construction means,methods, and the design concept expressed in the Contract Documents.
techniques,sequences or procedures,or for safety precautions The Architect's action shall be taken with such reasonable
and programs in connection with the Work, since these are promptness as to cause no delay in the Work or in the con-
solely the Contractor's responsibility under the Contract for struction of the Owner or of separate contractors,while allow-
Construction. The Architect shall not be responsible for the ing sufficient time in the Architect's professional judgment to
Contractor's schedules or failure to carry out the Work in accor- permit adequate review. Review of such submittals is not con-
dance with the Contract Documents. The Architect shall not ducted for the purpose of determining the accuracy and.com-
have control over or charge of acts or omissions of the Contrac- pleteness of other details such as dimensions and quantities or
tor, Subcontractors, or their agents or employees, or of any for substantiating instructions for installation or performance of
other persons performing portions of the Work. equipment or systems designed by the Contractor,all of which
remain the responsibility of the Contractor to the extent
2.6.7 The Architect shall at all times have access to the Work required by the Contract Documents. The Architect's review
wherever it is in preparation or progress. shall not constitute approval of safety precautions or, unless
otherwise specifically stated by the Architect, of construction
2.6.8 Except as may otherwise be provided in the Contract means, methods, techniques, sequences or procedures. The
Documents or when direct communications have been spe- Architect's approval of a specific item shall not indicate
daily authorized,the Owner and Contractor shall communicate approval of an assembly of which the item is a component.
through the Architect.Communications by and with the Archi- When professional certification of performance characteristics
tect's consultants shall be through the Architect. of materials,systems or equipment is required by the Contract
2.6.9 Based on the Architect's observations and evaluations of
Documents, the Architect shall be entitled to rely upon such
Contractor's Applications for Payment, the Architect shall certification to establish that the materials, systems or equip-
thement will meet the performance criteria required by the Con
review and certify the amounts due the Contractor. tract Documents.
2.6.10 The Architect's certification for payment shall consti- 2.6.13 The Architect shall prepare Change Orders and Con-
cute a representation to the Owner, based on the Architect's struction Change Directives, with supporting documentation
observations at the site as provided in Subparagraph 2.6.5 and and data if deemed necessary by the Architect as provided in
on the data comprising the Contractor's Application for Pay- Subparagraphs 3.1.1 and 3.3.3, for the Owner's approval and
ment,that the Work has progressed to the point indicated and execution in accordance with the Contract Documents, and
that,to the best of the Architect's knowledge,information and may authorize minor changes in the Work not involving an
belief, quality of the Work is in accordance with the Contract adjustment in the Contract Sum or an extension of the Contract
Documents. The foregoing representations are subject to an Time which are not inconsistent with the intent of the Contract
evaluation of the Work for conformance with the Contract Documents.
Documents upon Substantial Completion, to results of subse-
quent tests and inspections,to minor deviations from the Con- 2.6.14 The Architect shall conduct inspections to determine
tract Documents correctable prior to completion and to spe- the date or dates of Substantial Completion and the date of final
cific qualifications expressed by the Architect.The issuance of a completion, shall receive and forward to the Owner for the
Certificate for Payment shall further constitute a representation Owner's review and records written warranties and related
that the Contractor is entitled to payment in the amount certi- documents required by the Contract Documents and assem-
fled. However, the issuance of a Certificate for Payment shall bled by the Contractor,and shall issue a final Certificate for Pay-
not be a representation that the Architect has(1)made exhaus- ment upon compliance with the requirements of the Contract
tive or continuous on-site inspections to check the quality or Documents.
AIA DOCUMENT B141 •OWNER-ARCHITECT AGREEMENT•FOURTEENTH EDITION•Ale •01987
3 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006
WARNING:Unlicensed photocopying violates U.S.copyright laws and is subject to legal prosecution.
2.6.15 The Architect shall interpret and decide matters con- 3.2.3 Through the observations by such Project Represen-
cerning performance of the Owner and Contractor under the tatives, the Architect shall endeavor to provide fu1ther protec-
requirements of the Contract Documents on written request of lion for the Owner against defects and deficiencies in the Work,
either the Owner or Contractor. The Architect's response to but the furnishing of such project representation shall not
such requests shall be made with reasonable promptness and modify the rights,responsibilities or obligations of the Architect
within any time limits agreed upon. as described elsewhere in this Agreement.
2.6.16 Interpretations and decisions of the Architect shall be 3.3 CONTINGENT ADDITIONAL SERVICES
consistent with the intent of and reasonably inferable from the
Contract Documents and shall be in writing or in the form of 3.3.1 Making revisions in Drawings, Specifications or other
drawings. When making such interpretations and initial deci- documents when such revisions are:
sions, the Architect shall endeavor to secure faithful perfor-
mance by both Owner and.Contractor,shall not show partiality .1 inconsistent with approvals or instructions previously
to either,and shall not be liable for results of interpretations or given by the Owner,including revisions made neces-
decisions so rendered in good faith. sary by adjustments in the Owner's program or Proj-
2.6.17 The Architect's decisions on matters relating to aesthe- ect budget;
tic effect shall be final if consistent with the intent expressed in .2 required by the enactment or revision of codes,laws
the Contract Documents. or regulations subsequent to the preparation of such
•
2.6.18 The Architect shall render written decisions within a
documents; or
reasonable time on all claims,disputes or other matters in ques- .3 due to changes required as a result of the Owner's fail-
tion between the Owner and Contractor relating to the execu- ure to render decisions in a timely manner.
tion or progress of the Work as provided in the Contract
Documents. 3.3.2 Providing services required because of significant
2.6.19 The Architect's decisions on claims, disputes or other changes in the Project including,but not limited to,size,qual-
matters, including those in question between the Owner and ity, complexity, the Owner's schedule, or the method of bid •
-
Contractor,except for those relating to aesthetic effect as pro- ding or negotiating and contracting for construction,except for
services required under Subparagraph 5.2.5.
vided in Subparagraph 2.6.17,shall be subject to arbitration as
provided in this Agreement and in the Contract Documents. 3.3.3 Preparing Drawings, Specifications and other documen-
tation and supporting data, evaluating Contractor's proposals,
and providing other services in connection with Change
ARTICLE 3 Orders and Construction Change Directives.
ADDITIONAL SERVICES 3.3.4 Providing services in connection with evaluating substi-
tutions proposed by the Contractor and making subsequent
3.1 GENERAL revisions to Drawings,Specifications and other documentation
resulting therefrom.
3.1.1 The services described in this Article 3 are not included 3.3.5 Providing consultation concerning replacement of Work
in Basic Services unless so identified in Article 12,and they shall
be paid for by the Owner as provided in this Agreement, in damaged by fire or other cause during construction, and fur
addition to the compensation for Basic Services. The services nishing services required in connection with the replacement
described under Paragraphs 3.2 and 3.4 shall only be provided of such Work.
if authorized or confirmed in writing by the Owner.If services 3.3.6 Providing services made necessary by the default of the
described under Contingent Additional Services in Paragraph Contractor,by major defects or deficiencies in the Work of the
3.3 are required due to circumstances beyond the Architect's Contractor,or by failure of performance of either the Owner or
control, the Architect shall notify the Owner prior to corn- Contractor under the Contract for Construction.
mencing such services. If the Owner deems that such services
described under Paragraph 3.3 are not required, the Owner 3.3.7 Providing services in evaluating an extensive number of
shall give prompt written notice to the Architect.If the Owner claims submitted by the Contractor or others in connection
indicates in writing that all or part of such Contingent Addi- with the Work.
tional Services are not required,the Architect shall have no obli- 3.3.8 Providing services in connection with a public hearing,
gation to provide those services. arbitration proceeding or legal proceeding except where the
3.2 PROJECT REPRESENTATION BEYOND BASIC Architect is party thereto.
SERVICES 3.3.9 Preparing documents for alternate,separate or sequential
3.2.1 If more extensive representation at the site than is bids or providing services in connection with bidding,negotia
described in Subparagraph 2.6.5 is required,the Architect shall don or construction prior to the completion of the Construe
provide one or more Project Representatives to assist in carry- lion Documents Phase.
ing out such additional on-site responsibilities.
3.4 OPTIONAL ADDITIONAL SERVICES
3.2.2 Project Representatives shall be selected, employed and
directed by the Architect, and the Architect shall be compen- 3.4.1 Providing analyses of the Owner's needs and program-
sated therefor as agreed by the Owner and Architect. The ming the requirements of the Project.
duties, responsibilities and limitations of authority of Project 3.4.2 Providing financial feasibility or other special studies.
Representatives shall be as described in the edition of AIA
Document B352 current as of the date of this Agreement,unless 3.4.3 Providing planning surveys, site evaluations or corn-
otherwise agreed. parative studies of prospective sites.
MA DOCUMENT B141 •OWNER-ARCHITECT AGREEMENT•FOURTEENTH EDITION•AIA' • ©1987
THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 B141-1987 4
WARNING:Unlicensed photocopying violates U.S.copyright laws and Is sublect to legal prosecution.
t
3.4.4 Providing special surveys, environmental studies and 4.2 The Owner shall establish and update an overall budget for
submissions required for approvals of governmental authorities the Project,including the Construction Cost,the Owner's other
or others having jurisdiction over the Project. costs and reasonable contingencies related to all of these costs.
3.4.5 Providing services relative to future facilities, systems 4.3 If requested by the Architect,the Owner shall furnish evi-
and equipment; dence that financial arrangements have been made to fulfill the
3.4.6 Providing services to investigate existing conditions or Owner's obligations under this Agreement.
facilities or to make measured drawings thereof. 4.4 The Owner shall designate a representative authorized to
3.4.7 Providing services to verify the accuracy of drawings or act on the Owner's behalf with respect to the Project. The
other information furnished by the Owner. Owner or such authorized representative shall render decisions
in a timely manner pertaining to documents submitted by the
3.4.8 Providing coordination of construction performed by Architect in order to avoid unreasonable delay in the orderly
separate contractors or by the Owner's own forces and coordi- and sequential progress of the Architect's services.
nation of services required in connection with construction
performed and equipment supplied by the Owner. 4.5 The Owner shall furnish surveys describing physical
characteristics,legal limitations and utility locations for the site
3.4.9 Providing services in connection with the work of a con- of the Project, and a written legal description of the site. The
struction manager or separate consultants retained by the surveys and legal information shall include, as applicable,
Owner. grades and lines of streets, alleys, pavements and adjoining
3.4.10 Providing detailed estimates of Construction Cost. property and structures; adjacent drainage; rights-of-way,
restrictions, easements, encroachments, zoning, deed restric-
3.4.11 Providing detailed quantity surveys or inventories of tions, boundaries and contours of the site; locations, dimen-
material, equipment and labor. sions and necessary data pertaining to existing buildings,other
3.4.12 Providing analyses of owning and operating costs. improvements and trees;and information concerning available
utility services and lines, both public and private, above and
3.4.13 Providing interior design and other similar services below grade, including inverts and depths.All the information
required for or in connection with the selection,procurement on the survey shall be referenced to a project benchmark.
or installation of furniture,furnishings and related equipment.
4.6 The Owner shall furnish the services of geotechnical engi-
3.4.14 Providing services for planning tenant or rental spaces. neers when such services are requested by the Architect.Such
3.4.15 Making investigations, inventories of materials or equip- services may include but are not limited to test borings, test
ment,or valuations and detailed appraisals of existing facilities. pits, determinations of soil bearing values, percolation tests,
evaluations of hazardous materials,ground corrosion and resis-
3.4.16 Preparing a set of reproducible record drawings show- tivity tests,including necessary operations for anticipating sub-
ing significant changes in the Work made during construction soil conditions, with reports and appropriate professional
based on marked-up prints,drawings and other data furnished recommendations.
by the Contractor to the Architect. 4.6.1 The Owner shall furnish the services of other consul-
3.4.17 Providing assistance in the utilization of equipment or tants when such services are reasonably required by the scope
systems such as testing,adjusting and balancing,preparation of of the Project and are requested by the Architect.
operation and maintenance manuals, training personnel for
operation and maintenance,and consultation during operation. 4.7 The Owner shall furnish structural,mechanical, chemical,
3.4.18 Providingservices after issuance to the Owner of the air and water pollution tests,tests for hazardous materials,and
other laboratory and environmental tests, inspections and
final Certificate for Payment, or in the absence of a final Cer- reports required by law or the Contract Documents.
tificate for Payment, more than 60 days after the date of Sub-
stantial Completion of the Work. 4.8 The Owner shall furnish all legal,accounting and insurance
3.4.19 Providing services of consultants for other than archi-
tectural, structural, mechanical and electrical engineering por Project, including auditing services the Owner may require to
tions of the Project provided as a part of Basic Services. verify the Contractor's Applications for Payment or to ascertain
how or for what purposes the Contractor has used the money
3.4.20 Providing any other services not otherwise included in paid by or on behalf of the Owner.
this Agreement or not customarily furnished in accordance
with generally accepted architectural practice. 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.
ARTICLE 4 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
OWNER'S RESPONSIBILITIES the Project or nonconformance with the Contract Documents.
4.1 The Owner shall provide full information regarding 4.11 The proposed language of certificates or certifications
requirements for the Project,including a program which shall requested of the Architect or Architect's consultants shall be
set forth the Owner's objectives,schedule,constraints and cri- submitted to the Architect for review and approval at least 14
teria, including space requirements and relationships, flexi- days prior to execution.The Owner shall not request certifica-
bility, expandability, special equipment, systems and site tions that would require knowledge or services beyond the
requirements. scope of this Agreement.
AIA DOCUMENT B141 •OWNER-ARCHITECT AGREEMENT•FOURTEENTH EDITION•AIA• •©1987
5 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORKAVENUE,N.W.,WASHINGTON,D.C.20006
WARNING:Unlicensed photocopying violates U.S.Copyright laws and is subject to legal prosecution.
ARTICLE 5 .3 if the Project is abandoned, terminate in accordance
CONSTRUCTION COST with Paragraph 8.3; or
.4 cooperate in revising the Project scope and quality as
5.1 DEFINITION required to reduce the Construction Cost.
5.1.1 The Construction Cost shall be the total cost or esti 5.2.5 If the Owner chooses to proceed under Clause 5.2.4.4,
mated cost to the Owner of all elements of the Project designed the Architect,without additional charge,shall modify the Con
or specified by the Architect. tract Documents as necessary to comply with the fixed limit,if
established as a condition of this Agreement.The modification
5.1.2 The Construction Cost shall include the cost at current of Contract Documents shall be the limit of the Architect's
market rates of labor and materials furnished by the Owner and responsibility arising out of the establishment of a fixed limit.
equipment designed, specified, selected or specially provided The Architect shall be entitled to compensation in accordance
for by the Architect, plus a reasonable allowance for the Con- with this Agreement for all services performed whether or not
tractor's overhead and profit. In addition, a reasonable allow- the Construction Phase is commenced.
ance for contingencies shall be included for market conditions
at the time of bidding and for changes in the Work during
construction. ARTICLE 6
5.1.3 Construction Cost does not include the compensation of USE OF ARCHITECT'S DRAWINGS,
the Architect and Architect's consultants,the costs of the land, SPECIFICATIONS AND OTHER DOCUMENTS
rights-of-way, financing or other costs which are the respon-
sibility of the Owner as provided in Article 4. 6.1 The Drawings, Specifications and other documents pre-
5.2 RESPONSIBILITY FOR CONSTRUCTION COST pared by the Architect for this Project are instruments of the
Architect's service for use solely with respect to this Project
5.2.1 Evaluations of the Owner's Project budget,preliminary and, unless otherwise provided, the Architect shall be deemed
estimates of Construction Cost and detailed estimates of Con- the author of these documents and shall retain all common law,
struction Cost,if any,prepared by the Architect,represent the statutory and other reserved rights, including the copyright.
Architect's best judgment as a design professional familiar with The Owner shall be permitted to retain copies,including repro-
the construction industry. It is recognized, however, that nei- ducible copies,of the Architect's Drawings, Specifications and
ther the Architect nor the Owner has control over the cost of other documents for information and reference in connection
labor, materials or equipment, over the Contractor's methods with the Owner's use and occupancy of the Project.The Archi-
of determining bid prices,or over competitive bidding,market tect's Drawings,Specifications or other documents shall not be
or negotiating conditions. Accordingly, the Architect cannot used by the Owner or others on other projects,for additions to
and does not warrant or represent that bids or negotiated prices this Project or for completion of this Project by others,unless
will not vary from the Owner's Project budget or from any the Architect is adjudged to be in default under this Agreement,
estimate of Construction Cost or evaluation prepared or agreed except by agreement in writing and with appropriate compen-
to by the Architect. sation to the Architect.
5.2.2 No fixed limit of Construction Cost shall be established 6.2 Submission or distribution of documents to meet official
as a condition of this Agreement by the furnishing,proposal or regulatory requirements or for similar purposes in connection
establishment of a Project budget, unless such fixed limit has with the Project is not to be construed as publication in deroga-
been agreed upon in writing and signed by the parties hereto.If tion of the Architect's reserved rights.
such a fixed limit has been established, the Architect shall be
permitted to include contingencies for design, bidding and
•
price escalation,to determine what materials,equipment,com-
ponent systems and types of construction are to be included in
the Contract Documents, to make reasonable adjustments in ARTICLE 7
the scope of the Project and to include in the Contract Docu ARBITRATION
ments alternate bids to adjust the Construction Cost to the fixed
limit.Fixed limits,if any,shall be increased in the amount of an 7.1 Claims,disputes or other matters in question between the
increase in the Contract Sum occurring after execution of the
Contract for Construction. parties to this Agreement arising out of or relating to this Agree-
ment or breach thereof shall be subject to and decided by arbi-
5.2.3 If the Bidding or Negotiation Phase has not commenced tration in accordance with the Construction Industry Arbitra-
within 90 days after the Architect submits the Construction tion Rules of the American Arbitration Association currently in
Documents to the Owner,any Project budget or fixed limit of effect unless the parties mutually agree otherwise.
Construction Cost shall be adjusted to reflect changes in the 7.2 Demand for arbitration shall be filed in writingwith the
general level of prices in the construction industry between the otherto this
date of submission of the Construction Documents to the party Agreement and with the American Arbitra-
date Association.A demand for arbitration shall be made within
Owner and the date on which proposals are sought.
5.2.4 If a fixed limit of Construction Cost (adjusted as pro- a reasonable time after the claim, dispute or other matter in
vided in Subparagraph 5.2.3)is the lowest bona question has arisen.In no event shall the demand for arbitration
fide bid or negotiated 5.2.3)is,exceededtxc Own byr shall: be made after the date when institution of legal or equitable
proceedings based on such claim, dispute or other matter in
.1 give written approval of an increase in such fixed question would be barred by the applicable statutes of limitations.
limit; 7.3 No arbitration arising out of or relating to this Agreement
.2 authorize rebidding or renegotiating of the Project shall indude,by consolidation,joinder or in any other manner,
within a reasonable time; an additional person or entity not a party to this Agreement,
AIA DOCUMENT 8141 •OWNER-ARCHITECT AGREEMENT•FOURTEENTH EDITION•AIA' •©1987
THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 B141-1987 6
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except by written consent containing a specific reference to .2 Ten percent of the total compensation for Basic and
this Agreement signed by the Owner,Architect,and any other Additional Services earned to date if termination
person or entity sought to be joined. Consent to arbitration occurs during the Design Development Phase; or
involving an additional person or entity shall not constitute .3 Five percent of the total compensation for Basic and
consent to arbitration of any claim, dispute or other matter in Additional Services earned to date if termination
question not described in the written consent or with a person occurs during any subsequent phase.
or entity not named or described therein.The foregoing agree-
ment,to arbitrate and other agreements to arbitrate with an
additional person or entity duly consented to by the parties to ARTICLE 9
this Agreement shall be specifically enforceable in accordance
with applicable law in any court having jurisdiction thereof. MISCELLANEOUS PROVISIONS
7.4 The award rendered by the arbitrator or arbitrators shall be
final,and judgment may be entered upon it in accordance with 9.1 Unless otherwise provided, this Agreement shall be gov-
applicable law in any court having jurisdiction thereof. erred by the law of the principal place of business of the
Architect.
9.2 Terms in this Agreement shall have the same meaning as
8 those in AIA Document A201, General Conditions of the Con-
ARTICLEtract for Construction,current as of the date of this Agreement.
TERMINATION, SUSPENSION OR ABANDONMENT 9.3 Causes of action between the parties to this Agreement
8.1 This Agreement may be terminated by either party upon pertaining to acts or failures to act shall be deemed to have
not less than seven days' written notice should the other party accrued and the applicable statutes of limitations shall corn
fail substantially to perform in accordance with the terms of this mence to run not later than either the date of Substantial Corn
Agra:went through no fault of the party initiating the termination. pletion for acts or failures to act occurring prior to Substantial
Completion, or the date of Issuance of the final Certificate for
8.2 If the Project is suspended by the Owner for more than 30 Payment for acts or failures to act occurring after Substantial
consecutive days, the Architect shall be compensated for ser- Completion.
vices performed prior to notice of such suspension.When the 9.4 The Owner and Architect waive all rights against each
Project is resumed,the Architect's compensation shall be equi other and against the contractors, consultants, agents and
tably adjusted to provide for expenses incurred in the interrup employees of the other for damages,but only to the extent cov-
tion and resumption of the Architect's services. ered by property insurance during construction, except such
8.3 This Agreement may be terminated by the Owner upon rights as they may have to the proceeds of such insurance as set
not less than seven days' written notice to the Architect in the forth in the edition of AIA Document A201,General Conditions
event that the Project is permanently abandoned.If the Project of the Contract for Construction,current as of the date of this
is abandoned by the Owner for more than 90 consecutive days, Agreement.The Owner and Architect each shall require similar
the Architect may terminate this Agreement by giving written waivers from their contractors, consultants and agents.
notice. 9.5 The Owner and Architect, respectively, bind themselves,
8.4 Failure of the Owner to make payments to the Architect in their partners, successors, assigns and legal representatives to
accordance with this Agreement shall be considered substantial the other party to this Agreement and to the partners,succes-
nonperformance and cause for termination. sors,assigns and legal representatives of such other party with
respect to all covenants of this Agreement. Neither Owner nor
8.5 If the Owner.fails to make payment when due the Archi- Architect shall assign this Agreement without the written con-
tect for services and expenses, the Architect may,upon seven sent of the other.
days'written notice to the Owner,suspend performance of ser-
vices under this Agreement. Unless payment in full is received 9.6 This Agreement represents the entire and integrated agree-
by the Architect within seven days of the date of the notice,the ment between the Owner and Architect and supersedes all
suspension shall take effect without further notice.In the event prior negotiations, representations or agreements, either writ-
of a suspension of services, the Architect shall have no liability ten or oral. This Agreement may be amended only by written
to the Owner for delay or damage caused the Owner because instrument signed by both Owner and Architect.
of such suspension of services. 9.7 Nothing contained in this Agreement shall create a contrac-
8.6 In the event of termination not the fault of the Architect, trial relationship with or a cause of action in favor of a third
the Architect shall be compensated for services performed prior party against either the Owner or Architect.
to termination,together with Reimbursable Expenses then due 9.8 Unless otherwise provided in this Agreement,the Architect
and all Termination Expenses as defined in Paragraph 8.7. and Architect's consultants shall have no responsibility for the
8.7 Termination Expenses are in addition to compensation for discovery,presence,handling,removal or disposal of or expo-
Basic and Additional Services,and include expenses which are sure of persons to hazardous materials in any form at the Project
directly attributable to termination.Termination Expenses shall site, including but not limited to asbestos, asbestos products,
be computed as a percentage of the total compensation for polychlorinated biphenyl(PCB)or other toxic substances.
Basic Services and Additional Services earned to the time of ter-
mination, asfollows: 9.9 The Architect shall have the right to include representa-
tions of the design of the Project,including photographs of the
.1 Twenty percent of the total compensation for Basic exterior and interior, among the Architect's promotional and
and Additional Services earned to date if termination professional materials. The Architect's materials shall not
occurs before or during the predesign,site analysis,or include the Owner's confidential or proprietary information if
Schematic Design Phases; or the Owner has previously advised the Architect in writing of
AIA DOCUMENT B141 •OWNER-ARCHITECT AGREEMENT•FOURTEENTH EDITION•AIA •©1987
7 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006
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the specific information considered by the Owner to be confi- 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES
denial or proprietary. The Owner shall provide professional
credit for the Architect on the construction sign and in the pro-
10.3.1 An initial payment as set forth in Paragraph 11.1 is the
motional materials for the Project. minimum payment under this Agreement.
10.3.2 Subsequent payments for Basic Services shall be made
monthly and, where applicable, shall be in proportion to ser-
ARTICLE 10 vices performed within each phase of service, on the basis set
forth in Subparagraph 11.2.2.
PAYMENTS TO THE ARCHITECT
10.3.3 If and to the extent that the time initially established in
10.1 DIRECT PERSONNEL EXPENSE Subparagraph 11.5.1 of this Agreement is exceeded or extended
through no fault of the Architect, compensation for any ser-
10.1.1 Direct Personnel Expense is defined as the direct vices rendered during the additional period of time shall be
salaries of the Architect's personnel engaged on the Project and computed in the manner set forth in Subparagraph 11.3.2.
the portion of the cost of their mandatory and customary con-
tributions and benefits related thereto, such as employment 10.3.4 When compensation is based on a percentage of Con-
taxes and other statutory employee benefits insurance sick struction Cost and any portions of the Project are deleted or
leave, holidays, vacations, pensions and similar contributions otherwise not constructed,compensation for those portions of
and benefits. the Project shall be payable to the extent services are per-
formed on those portions,in accordance with the schedule set
10.2 REIMBURSABLE EXPENSES 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
10.2.1 Reimbursable Expenses are in addition to compensa received,the most recent preliminary estimate of Construction
lion for Basic and Additional Services and include expenses Cost or detailed estimate of Construction Cost for such por-
incurred by the Architect and Architect's employees and con- tions of the Project.
sultants in the interest of the Project,as identified in the follow- 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL
ing Clauses. SERVICES
10.2.1.1 Expense of transportation in connection with the 10.4.1 Payments on account of the Architect's Additional
Project; expenses in connection with authorized out-of-town Services and for Reimbursable Expenses shall be made monthly
travel; long-distance communications; and fees paid for recur- upon presentation of the Architect's statement of services ren-
ing approval of authorities having jurisdiction over the Project. dered or expenses incurred.
10.2.1.2 Expense of reproductions, postage and handling of 10.5 PAYMENTS WITHHELD
Drawings, Specifications and other documents.
If authorized in advance by the Owner, expense of 10.5.1 No deductions shall be made from the Architect's com-
10.2.1.3pensation on account of penalty, liquidated damages or other
overtime work requiring higher than regular rates.
sums withheld from payments to contractors,or on account of
10.2.1.4 Expense of renderings,models and mock-ups requested the cost of changes in the Work other than those for which the
by the Owner. Architect has been found to be liable.
10.2.1.5 Expense of additional insurance coverage or limits, 10.6 ARCHITECT'S ACCOUNTING RECORDS
including professional liability insurance, requested by the
Owner in excess of that normally carried by the Architect and 10.6.1 Records of Reimbursable Expenses and expenses per-
Architect's consultants. taining to Additional Services and services performed on the
basis of a multiple of Direct Personnel Expense shall be avail-
10.2.1.6 Expense of computer-aided design and drafting able to the Owner or the Owner's authorized representative at
equipment time when used in connection with the Project. mutually convenient times.
ARTICLE 11
BASIS OF COMPENSATION
The Owner shall compensate the Architect as follows:
11.1 AN INITIAL PAYMENT of Zero Dollars(S 0 )
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.)
Basis of compensation shall be Phased Fixed Fee totaling $25,000.00.
AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT•FOURTEENTH EDmON•AIA® •©1987
THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORKAVENUE,N.W.,WASHINGTON,D.C.20006 B141-1987 8
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•
•
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: Thirty percent(30%)
Construction Documents Phase: For ty—Five percent(45%)
Bidding or Negotiation Phase: Five percent(05%)
Construction Phase: Twenty percent(20%) •
Total Basic Compensation: one hundred percent(100%)
•
11.3 COMPENSATION FOR ADDITIONAL SERVICES
11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES,as described in Paragraph 3.2,compensation shall be corn-
puted as follows:
On the basis of a Mutually Agreeable Fee. •
•
•
•
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 classify
employees, if required. Identify specific services to which particular methods of compensation apply, if necessary)
On the basis of a Mutually Agreeable Fee.
•
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 Ten ( 1. 10 ) times the amounts billed to the Architect for such services.
(Identify specific types of consultants in Article 12, if required.) •
11.4 REIMBURSABLE EXPENSES
11.4.1 FOR REIMBURSABLE EXPENSES,as described in Paragraph 10.2,and any other items included in Article 12 as Reimbursable
Expenses,a multiple of One Hundred Ten ( 1. 10 )times the expenses incurred by the Architect,the Architect's
employees and consultants in the interest of the Project.
11.5 ADDITIONAL'PROVISIONS
11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within six
( 6 )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 10.3.3 and 11.3.2.
11.5.2 Payments are due and payable Thirty ( 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 Percent (1%) per month.
(Usury laws and requirements under the Federal Trutb in Lending Act,similar state and local consumer credit laws and other regulations at the Owner's and Archi-
tect'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.)
AlA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT•FOURTEENTH EDITION•AIA• • 001987
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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 services,identify Additional Services included within Basic Compensation and modifications to the payment and compensation terms
included in this Agreement.)
12. 1 Supplemental Conditions - Exhibit 'A' .
12.2 General Conditions of Agreement - Exhibit 'B' .
12.3 Project Scope - Exhibit 'C' .
This Agreement entered into as of the day and year first written above.
OWNER ARCHITECT
(Signature) (Signature)
Monte Mercer, City Manager David Lidsky, AIA Principal
(Printed name and title) CITY OF BAYTOWN (Printed name and title)
AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA® • ©1987
THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 B141-1987 10
EXHIBIT A
SUPPLEMENTAL CONDITIONS
These supplemental conditions shall supersede and control over the Standard Form of Agreement
between the Owner and the Architect (MA Document B141-1987) to the extent that there is
conflict.
1. Article 2.4.1 shall be revised to read as follows
Based on the approved Schematic Design 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. Article 2.4.4 shall be revised 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.
3. Article 2.6.1 shall be revised as follows:
The Architect's responsibility to provide Basic Services for the Construction Phase under
this Agreement commences with the award of the Contract for Construction and
terminates at the earlier of the issuance to the Owner of the fmal Certificate for Payment
or 120 days after the date of Substantial Completion of the Work.
4. Article 2.6.2 shall be revised 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 Owner's Standard
General Conditions of Agreement.
5. Article 2.6.5 shall be revised to read as follows:
The Architect shall provide limited site visits in conjunction with the City's Project
Managers 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 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
Architect's Initials
1 Owner's Initia
4
entail the visual observation of the 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 Contractor 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.
6. The last sentence of Article 2.6.6 shall be revised to read as follows:
The Architect shall not have control over or charge of the acts or omissions of the Owner
or Contractor or their respective subconsultants, agents or employees.
7. Delete Article 2.6.8.
8. Article 2.6.13 shall be revised to read as follows:
The Architect shall prepare Change Orders and Construction Change Directives, with
supporting documentation and data for the Owner's 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 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.
9. The last sentence of Article 2.6.16 shall be revised to read as follows:
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 be liable only for negligent interpretations or decisions.
10. Delete articles 2.6.17 and 2.6.19
11. 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 its services pursuant to this contract to meet the recognized industry standards.
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 injures to person or
damages to property which may arise from or in connection with the performance
Architect's Initials
2 Owner's Initial,M
4
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 Architect's insurance and shall not
contribute to it. Further, the Architect shall include all subconsultants, agents
and assigns as additional insureds under its policy 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 insurance policies along with their
respective minimum coverage amounts required in this Agreement:
a. Commercial General Liability
• General Aggregate: $1,000,000
• Products& Completed Operations Aggregate: $1,000,000
• Personal & Advertising Injury: $1,000,000
• Per Occurrence: $500,000
• Fire Damage: $500,000
• 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"Any 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.
Architect's Initials
3 Owner's Initial /1/7
a. Insurance carrier must have an A.M. Best Rating of A:VIII 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 except after sixty (60) days' prior written notice by certified
mail, return receipt requested, has been given to the Owner.
e. The Owner, its officers, agents 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 companies 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.
12. Article 3.1.1 shall be revised to read as follows:
The services described in this Article 3 are not included in Basic Services unless so
identified in Article 12 or elsewhere in these Supplementary Conditions, 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.
13. Add to the end of Article 3.3.3 the following:
"except for changes caused by errors and/or omissions by the Architect."
14. Add to the end of Article 3.3.7 the following:
Architect's Initials
4 Owner's Initial /4 ,7
"except for claims caused by errors and/or omissions by the Architect and Architect's
failure to provide timely response to contractor's submittals."
15. Article 3.4.18 shall be revised to read as follows:
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 120 days after the date of
Substantial Completion of the Work.
16. Add the following to Article 4.4:
The City Engineer is the Owner's authorized representative to the Architect with respect
to this project. However, the City Manager and/or the City Council must approve change
orders affecting the contract sum.
17. Change the first sentence of 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.
18. Add the following to Article 4.5:
To the extent 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.
19 Change Article 4.9 to read as follows:
The services, information, 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 Surveys shall be provided by the Architect and shall
be compensated under reimbursable expenses per Article 11.4.
20. Article 5.1.2 shall be revised to read as follows:
The Construction Cost shall include the costs using the prevailing wage rates as
established by the Owner and the current market rates of material 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.
21. Article 6.1 shall be revised to read as follows:
All Architect's 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 Architect; provided, however, the Architect
hereby grants to the Owner a license to use the designs and work products in connection
Architect's Initials
5 Owner's Initial !J'Ii1J
s.
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 the 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 Owner's expense, within three (3) days of receipt by Architect of the
Owner's written request for the same.
22. Article 7 shall be deleted in its entirety.
23. The following shall be deleted from Article 8.6:
"and all Termination Expenses as defined in Paragraph 8.7."
24. Article 8.7 shall be revised to read as follows:
The Owner may at any time terminate the Project for convenience. At such time, Owner
shall notify the Architect who shall cease work immediately upon receipt of such notice.
The Architect shall be compensated within thirty (30) days of Owner's receipt of an
invoice for all unpaid services performed and reimbursable expenses incurred prior to
termination.
25. Article 9.1 shall be revised to read as follows:
This Agreement shall be governed by the laws of the principal place of business of the
Owner.
26. Article 9.2 shall be revised to read as follows:
Terms in this Agreement shall have the same meaning as those contained in the Owner's
General Conditions of Agreement for Construction.
27. Delete Articles 9.3 and 9.4 in their entirety.
28. The following shall be added after the last sentence of Article 9.8:
Should the Architect discover, notice or become aware of hazardous materials in any
form at the Project site at any time throughout the term of this Agreement, the Architect
shall immediately notify the Owner.
29. Delete the last sentence of Article 9.9.
30. 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.
Architect's Initials Ca)
6 Owner's Initial //1,44
}
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.
31. Add the following as an introductory prepositional phrase to Article 10.1.1:
"In calculating reimbursable expenses and/or additional services requested in writing by
the Owner,"
32. Delete Articles 10.2.1.5 and 10.2.1.6.
33. Add the following as Article 10.2.2:
Before the Owner shall be liable for any of the above-referenced reimbursable expenses,
except as otherwise provided in this Article, the Architect must obtain prior written
approval of the Owner or the Owner's representative of any expense that exceeds $1,500
per month or $9,000, 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.
34. Article 10.3.2 shall be revised to read as follows:
Subsequent payments for Basic Services shall be made 30 days after the Architect
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 the services
performed within each phase of service on the basis set forth in Subparagraph 11.2.2.
35. Article 10.3.3 shall be revised to read as follows:
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 and not mutually
extended by both parties, compensation for any services rendered during the additional
period of time shall be computed in the manner set forth in Subparagraph 11.3.2.
36. Article 10.4.1 shall be revised 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 Architect's
statement of the services rendered or the expenses incurred.
37. Add the following to Article 11.5.2:
Interest will accrue at a rate of 1% per month on delinquent amounts.
38. There shall be no right to arbitration under this agreement and all references herein to the
same are hereby deleted.
Architect's Initials
7 Owner's Initial//M
39. Add the following to Article 12:
THE ARCHITECT AGREES TO AND SHALL INDEMNIFY AND
HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS AND EMPLOYEES (HEREINAFTER, WHETHER
SINGULAR OR PLURAL, COLLECTIVELY REFERRED TO AS
"OWNER") 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 ARISING OUT OF, OR
IN CONNECTION WITH THE SERVICES PERFORMED BY THE
ARCHITECT UNDER THIS CONTRACT WHERE SUCH
INJURIES, DEATH OR DAMAGES ARE CAUSED BY THE JOINT
OR SOLE NEGLIGENCE OF THE ARCHITECT, ITS OFFICERS,
AGENTS AND EMPLOYEES. IT IS THE EXPRESSED
INTENTION OF THE PARTIES HERETO, BOTH THE
ARCHITECT AND THE OWNER, THAT THE INDEMNITY
PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY THE
ARCHITECT TO INDEMNIFY AND PROTECT THE CITY FROM
THE CONSEQUENCES OF THE ARCHITECT'S NEGLIGENCE,
WHERE THAT NEGLIGENCE IS THE SOLE OR CONCURRING
CAUSE OF THE RESULTING INJURY, DEATH OR DAMAGE.
FURTHERMORE, THE INDEMNITY PROVIDED FOR IN THIS
PARAGRAPH SHALL NOT APPLY TO LIABILITY ARISING
FROM THE PERSONAL INJURY, DEATH OR PROPERTY
DAMAGE THAT IS CAUSED BY OR RESULTS FROM THE
NEGLIGENCE OF THE OWNER. IN THE EVENT THAT ANY
ACTION OR PROCEEDING IS BROUGHT AGAINST THE CITY
BY REASON OF ANY OF THE ABOVE, THE ARCHITECT
FURTHER AGREES AND COVENANTS TO DEFEND THE
ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE
TO THE CITY AND THE ARCHITECT.
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
Architect's Initials
III
8 Owner's Initial
applicable state law. The Architect assumes full responsibility for its work
performed hereunder and hereby releases, relinquishes and discharges the Owner,
its officers, agents, and employees from 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 Architect's work regardless of whether said claims, demands, and causes of
action are covered in whole or in part by insurance.
40. The fixed limit of Construction Cost is $260,000.00. There is a contingency amount built
into the fixed limit of construction costs.
41. Article 2.2 shall be deleted in its entirety.
42. Article 2.3 shall be revised to read as follows:
2.3 SCHEMATIC DESIGN
2.3.1 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 and describing the size and character
of the Project as to architectural, mechanical and electrical systems, materials and
such other elements as may be appropriate.
x:lcity of baytownlfire stationlphase 2 contractlexhb.a.doc DL 8 February 2002
Architect's Initials
9 Owner's Initial in/I/
EXHIBIT B
GENERAL CONDITIONS OF AGREEMENT
1 . DEFINITIONS OF TERMS
1 . 01 OWNER, 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 DOCUMENTS . 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-Contractor, 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 . 04 WRITTEN NOTICE. 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 or sent by registered
1
mail to the last business address known to him who gives the
notice.
1 . 05 WORK. The CONTRACTOR shall provide and 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, if required,
furnish satisfactory evidence as to the kind and quality of
materials . Materials or work described in words which so
applied have a well known technical or trade meaning shall be
held to refer to such recognized standards .
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 structure 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
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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 SITE VISITS BY ARCHITECT. The ARCHITECT shall make
limited site visits in conjunction with the City' s Project
Managers to familiarize himself generally with the progress of
the executed work and to determine if such work generally meets
the essential performance and design features and the technical
and functional engineering requirements of the Contract
Documents; provided and except, however, that the ARCHITECT
shall not be responsible for making any detailed, exhaustive,
comprehensive or continuous on-site inspection of the quality or
quantity of the work or be in any way responsible, directly or
indirectly, for the construction means, methods, techniques,
sequences, quality, procedures, programs, safety precautions or
lack of same incident thereto or in connection therewith.
Notwithstanding any other provision of this agreement or any
other Contract Document, the ARCHITECT shall not be in any way
responsible or liable for any acts, errors, omissions or
negligence of the CONTRACTOR, any subcontractor or any of the
CONTRACTOR' S or subcontractor' s agents, 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 approval 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 OWNER relating to the execution
or progress of 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
3
J
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 . 06 LINES AND GRADES . Unless otherwise specified, all lines
and grades shall be furnished by the ARCHITECT or his
representative . Whenever necessary, construction work shall be
suspended to permit performance of this work, but such
suspension will be as brief as practicable and the CONTRACTOR
shall be allowed no extra compensation therefor. The CONTRACTOR
shall give the ARCHITECT ample notice of the time and place
where lines and grades will be needed. All stakes, marks, etc. ,
shall be carefully preserved by the CONTRACTOR, and in case of
careless destruction or removal by him or his employees, such
stakes, marks, etc. , shall be replaced at the CONTRACTOR' S
expense .
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 OWNER 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 for 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. Architect' s construction
drawings and specifications as well as any additional
information concerning the work 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
4
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 loss, 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 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 . 08 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.
5
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 whenever the ARCHITECT or OWNER 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 . 10 CONTRACTOR' S BUILDINGS . The building of structures for
housing men, or the erection of tents or other forms or
protection, will be permitted only at such places as the
ARCHITECT shall direct, and the sanitary conditions of the
grounds in or about such structures shall at all times be
maintained in a manner satisfactory to the ARCHITECT.
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 otherwise 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 . The 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 ascertain their effect on his ability to
perform the required contract work in accordance with the plans
and specifications and within the contract time .
Such review by the ARCHITECT shall be for the sole purpose of
determining the sufficiency of said drawings or schedules to
result in finished improvements in conformity with the plans and
6
specifications, and shall not relieve the CONTRACTOR of his duty
as an independent contractor as previously set forth, it being
expressly understood and agreed that the ARCHITECT does not
assume any duty to pass upon the propriety or adequacy of such
drawings or schedules, or any means or methods reflected
thereby, in relation to the safety of either person or property
during CONTRACTOR' S performance hereunder.
2 . 13 PRELIMINARY APPROVAL. The ARCHITECT shall not have the
power to waive the obligations of this contract for the
furnishing by the CONTRACTOR of good material, and of his
performing good work as herein described, and in full accordance
with the plans and specifications . No failure or omission of the
ARCHITECT to discover, object to or condemn any defective work
or material shall release the CONTRACTOR from the obligations
to fully and properly perform the contract, including without
limitations, the obligation to at once tear out, remove and
properly replace the same at any time prior to final acceptance
upon the discovery of said defective work or material; provided,
however, that the ARCHITECT shall, upon request of the
CONTRACTOR, inspect and accept or reject any material furnished,
and in event the material has once been accepted by the
ARCHITECT, such acceptance shall be binding on the OWNER unless
it can be clearly shown that such material furnished does not
meet the specifications for this work.
Any questioned work may be ordered taken up or removed for re-
examination, by the ARCHITECT, prior to final acceptance, and if
found not in accordance with the specifications for said work,
all expense of removing, re-examination and replacement shall be
borne by the CONTRACTOR, otherwise the expense thus incurred
shall be allowed as EXTRA WORK, and shall be paid for by the
OWNER; provided that, where inspection or approval is
specifically required by the specifications prior to performance
of certain work, should the CONTRACTOR proceed with such work
without requesting prior inspection or approval he shall bear
all expense of taking up, removing, and replacing this work if
so directed by the ARCHITECT.
2 . 14 DEFECTS AND THEIR REMEDIES . It is further agreed that
if the work or any part thereof, or any material brought on the
site of the work for use in the work or selected for the same,
shall be deemed by the ARCHITECT as unsuitable or not in
conformity with the specifications, the CONTRACTOR shall, after
receipt of written notice thereof from the ARCHITECT, forthwith
remove such material and rebuild or otherwise remedy such work
so that it shall be in full accordance with this contract .
7
2 . 15 CHANGES AND ALTERATIONS . The CONTRACTOR further agrees
that the OWNER may make such changes and alterations as the
OWNER may see fit, in the line, grade, form, dimensions, plans
or materials for the work herein contemplated, or any part
thereof, either before or after the beginning of the
construction, without affecting the validity of this contract
and the accompanying Performance and Payment Bonds .
If such changes or alterations diminish the quantity of the
work to be done, they shall not constitute the basis for a claim
for damages, or anticipated profits on the work that may be
dispensed with, except 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 the CONTRACTOR for any material or
labor so used, and for any actual loss occasioned by such
change, due to actual expenses incurred in preparation for the
work as originally planned.
3 . GENERAL OBLIGATIONS AND RESPONSIBILITIES
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 keep one copy
of the same constantly accessible on the work, with the latest
revisions noted thereon.
3. 02 OWNERSHIP OF 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 completion 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 engineers and designers . It
is, therefore, agreed that the OWNER shall be responsible for
8
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, and additions and
alterations thereto approved in writing by the OWNER. 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. The OWNER reserves the right to enter
the property or location on which the works herein contracted
for are to be constructed or installed, by such agent or agents
as he may elect, for the purpose of inspecting the work, or for
the purpose of constructing or installing such collateral work
as said OWNER may desire.
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 from this
contract, in such manner as not to delay the progress of the
work, or damage said CONTRACTOR, except where such delays are
specifically mentioned elsewhere in the Contract Documents .
3. 06 DISCREPANCIES AND OMISSIONS. It is further agreed that it
is the intent of this contract that all work must be done and
all material must be furnished in accordance with the generally
accepted practice, and in the event of any discrepancies between
the separate contract documents, the priority of interpretation
defined 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 OWNER upon the work,
thereby causing loss to the CONTRACTOR, the OWNER agrees that he
9
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 OWNER 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 America except where incompatible with
Federal, State, or Municipal laws or regulations . The
CONTRACTOR shall provide such machinery guards, safe walkways,
ladders, bridges, gangplanks, and 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 purpose,
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 of companies holding certificates of authority
from the Secretary of Treasury of the United States .
Unless otherwise specified, the cost of the premium for the
performance and payment bonds shall be included in the
CONTRACTOR' S 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 to be done, or from the action of the elements, or
10
from any unforeseen 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 CONTRACTOR
shall take proper means to protect the adjacent or adjoining
property or properties in any way encountered, which might be
injured or seriously 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 OWNER,
ARCHITECT, AND THEIR RESPECTIVE 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 ATTORNEYS ' FEES FOR
DAMAGE TO ANY ADJACENT OR ADJOINING PROPERTY, ARISING OUT OF OR
IN CONNECTION WITH THE WORK DONE BY CONTRACTOR UNDER THIS
CONTRACT, WHERE SUCH DAMAGES ARE CAUSED BY THE JOINT NEGLIGENCE
OF THE OWNER OR ARCHITECT, AND ANY OTHER PERSON 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 IS AN INDEMNITY BY THE CONTRACTOR TO INDEMNIFY,
PROTECT AND DEFEND THE OWNER AND/OR ARCHITECT FROM THE
CONSEQUENCES OF THE OWNER' S AND/OR ARCHITECT' S OWN NEGLIGENCE,
WHERE THAT NEGLIGENCE IS A CONCURRING CAUSE OF THE INJURY, DEATH
OR DAMAGE . FURTHERMORE, THE INDEMNITY PROVIDED FOR IN THIS
PARAGRAPH SHALL HAVE NO APPLICATION TO ANY CLAIM, LOSS, DAMAGE,
CAUSE OF ACTION, SUIT AND LIABILITY WHERE THE INJURY, DEATH OR
DAMAGE RESULTS FROM THE SOLE NEGLIGENCE OF THE OWNER OR
ARCHITECT UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR ENTITY.
3 . 13 PROTECTION AGAINST CLAIMS OF SUB-CONTRACTORS, LABORERS,
MATERIALMEN AND FURNISHERS OF MACHINERY, EQUIPMENT AND SUPPLIES .
CONTRACTOR AGREES TO AND SHALL INDEMNIFY, HOLD HARMLESS AND
DEFEND, THE OWNER, ARCHITECT, 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 OF LITIGATION, COURT COSTS, AND
ATTORNEYS ' FEES FOR ANY AND ALL DEMANDS OF SUB-CONTRACTORS,
LABORERS, WORKMEN, MECHANICS, MATERIALMEN AND FURNISHERS OF
MACHINERY AND PARTS THEREOF, EQUIPMENT, POWER TOOLS, AND ALL
SUPPLIES, INCLUDING COMMISSARY, INCURRED IN THE FURTHERANCE OF
THE PERFORMANCE OF THIS CONTRACT, REGARDLESS OF WHETHER SUCH
CLAIMS OR DAMAGES ARE CAUSED BY THE JOINT NEGLIGENCE OF THE
11
OWNER AND/OR ARCHITECT, AND ANY OTHER PERSON 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 IS AN INDEMNITY BY THE CONTRACTOR TO INDEMNIFY,
PROTECT AND DEFEND THE OWNER AND ARCHITECT FROM THE CONSEQUENCES
OF THE OWNER' S AND/OR ARCHITECT' S OWN NEGLIGENCE, WHERE THAT
NEGLIGENCE IS A CONCURRING CAUSE OF THE INJURY, DEATH OR DAMAGE.
FURTHERMORE, THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL
HAVE NO APPLICATION TO ANY CLAIM, LOSS, DAMAGE, CAUSE OF ACTION,
SUIT AND LIABILITY WHERE THE INJURY, DEATH OR DAMAGE RESULTS
FROM THE SOLE NEGLIGENCE OF THE OWNER OR ARCHITECT UNMIXED WITH
THE FAULT OF ANY OTHER PERSON OR ENTITY. When so desired by the
OWNER, the CONTRACTOR shall furnish satisfactory evidence that
all obligations of the nature hereinabove designated have been
paid, discharged or waived. If the CONTRACTOR fails to do so,
then the OWNER may at the option of the CONTRACTOR either pay
directly any unpaid bills, of which the OWNER has written
notice, or withhold from the CONTRACTOR' S unpaid compensation a
sum of money deemed reasonably sufficient to liquidate any and
all such lawful claims until satisfactory evidence is furnished
that all liabilities have been fully discharged, whereupon
payments to the CONTRACTOR shall be resumed in full, in
accordance with the terms of this contract, but in no event
shall the provisions of this sentence be construed to impose any
obligation upon the OWNER by either the CONTRACTOR or his
Surety.
3 . 14 PROTECTION AGAINST ROYALTIES OR PATENTED INVENTION. The
CONTRACTOR shall pay all royalties and license fees, and shall
provide for the use of any design, device, material or process
covered by letters patent or copyright by suitable legal
agreement with the patentee or owner. CONTRACTOR warrants that
the products hereby incorporated into the project and/or any
product used in association with the project does not infringe
upon or violate any patent, copyright, trade secret or any other
proprietary right of any third party; in the event of any claim
by any third party against the OWNER, ARCHITECT or any of its
officers, agents and/or employees, the OWNER or ARCHITECT shall
notify CONTRACTOR and CONTRACTOR SHALL DEFEND SUCH CLAIM, IN
THE OWNER' S AND/OR ARCHITECT' S NAME, BUT AT THE CONTRACTOR' S
EXPENSE, AND SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND THE
OWNER AND ARCHITECT AND THEIR OFFICERS, AGENTS, AND ANYONE
DIRECTLY OR INDIRECTLY EMPLOYED BY EITHER OF THEM FROM AND
AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, CAUSES OF ACTION,
SUITS AND LIABILITY OF EVERY KIND, INCLUDING, BUT NOT LIMITED
TO, ALL EXPENSES OF LITIGATION, COURT COSTS AND ATTORNEYS ' FEES,
FOR INJURY, DEATH OR DAMAGE TO ANY THIRD PARTY, ARISING OUT OF
12
OR IN CONNECTION WITH THE PRODUCT (S) USED IN THE PERFORMANCE OF
THIS CONTRACT AND REGARDLESS OF WHETHER SUCH CLAIM BY AND ANY
RESULTING INJURY, DEATH OR DAMAGE TO THIRD PARTIES IS CAUSED IN
PART BY THE ACTS AND/OR OMISSIONS OF THE OWNER AND/OR ARCHITECT.
IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH THE
CONTRACTOR AND THE OWNER, THAT THE INDEMNITY PROVIDED FOR IN
THIS PARAGRAPH IS AN INDEMNITY BY THE CONTRACTOR TO INDEMNIFY,
PROTECT AND DEFEND THE OWNER AND ARCHITECT FROM THE CONSEQUENCES
OF THE OWNER' S AND/OR ARCHITECT'S ACTS AND/OR OMISSIONS, WHERE
THE OWNER' S OR ARCHITECT'S ACTS AND/OR OMISSIONS, WHERE THE
OWNER' S OR ARCHITECT' S ACTS AND/OR OMISSIONS ARE THE CONCURRING
CAUSE OF THE INFRINGEMENT UPON OR VIOLATION OF ANY PATENT,
COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHT AND ANY
RESULTING INJURY, DEATH OR DAMAGE OF ANY THIRD PARTY IN
CONNECTION WITH THE PRODUCTS PROVIDED, INCORPORATED, OR USED IN
THE PROJECT UNDER THIS CONTRACT. FURTHERMORE, THE INDEMNITY
PROVIDED FOR IN THIS PARAGRAPH SHALL HAVE NO APPLICATION TO ANY
CLAIM, LOSS, DAMAGE, CAUSE OF ACTION, SUIT AND LIABILITY WHERE
THE INFRINGEMENT UPON OR VIOLATION OF ANY PATENT, COPYRIGHT,
TRADE SECRET OR OTHER PROPRIETARY RIGHTS AND RESULTING INJURY,
DEATH OR DAMAGE RESULTS FROM THE SOLE ACTS AND/OR OMISSIONS OF
THE OWNER OR ARCHITECT UNMIXED WITH THE FAULT OF ANY OTHER
PERSON OR ENTITY. If the material or process specified or
required by the OWNER is an infringement, the CONTRACTOR shall
be responsible for such loss unless he promptly gives such
information to the OWNER.
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 indemnify and save harmless the
OWNER 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 and 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,
13
•
to the same effect as though embodied herein.
3 . 16 ASSIGNMENT AND 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 OWNER. 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
obligations to the OWNER, as provided by this Agreement.
3 . 17 INDEMNIFICATION. 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, DAMAGES, CAUSES OF ACTION,
SUITS AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF •
LITIGATION, COURT COSTS, AND ATTORNEYS ' FEES FOR INJURY TO OR
DEATH OF ANY PERSON, OR FOR DAMAGE TO ANY PROPERTY, ARISING OUT
OF OR IN CONNECTION WITH THE WORK DONE BY CONTRACTOR UNDER THIS
CONTRACT, WHERE SUCH INJURIES, DEATH OR DAMAGES ARE CAUSED BY
THE JOINT NEGLIGENCE OF THE OWNER OR ARCHITECT, AND ANY OTHER
PERSON 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 IS AN INDEMNITY BY THE CONTRACTOR
TO INDEMNIFY, PROTECT AND DEFEND THE OWNER AND ARCHITECT FROM
THE CONSEQUENCES OF THE OWNER'S AND/OR ARCHITECT' S OWN
NEGLIGENCE, WHERE THAT NEGLIGENCE IS A CONCURRING CAUSE OF THE
INJURY, DEATH OR DAMAGE. FURTHERMORE, THE INDEMNITY PROVIDED
FOR IN THIS PARAGRAPH SHALL HAVE NO APPLICATION TO ANY CLAIM,
LOSS, DAMAGE, CAUSE OF ACTION, SUIT AND LIABILITY WHERE THE
INJURY, DEATH OR DAMAGE RESULTS FROM THE 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 below 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 employed by any of them, or
by anyone for whose acts any of them may be liable:
(1) Workmen' s compensation claims, disability
benefits and other similar employee benefit
14
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.
3 . 18 . 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 CONTRACTOR shall also file with the OWNER 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 seasons, in such order of precedence, and
in such manner as shall be most conducive to economy of
construction; provided, however, that the order and the time of
prosecution shall be such that the work shall be substantially
completed as a whole and in part, in accordance with this
contract, the plans and specifications, and within the time of
completion designated in the Proposal; provided, also, that when
the OWNER is having other work done, either by contract or by
his own force, the ARCHITECT may direct the time and phasing of
constructing the work done under this contract, so that conflict
will be avoided and the construction of the various works being
done for the OWNER shall be harmonized.
The CONTRACTOR shall submit, at such times as may reasonably
15
be requested by the ARCHITECT, schedules which shall show the
order in which the CONTRACTOR proposes to carry on the work,
with dates at which 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 OWNER, 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 ARCHITECT shall decide
justifies the delay, then an extension of time shall be allowed
for completing the work, sufficient to compensate for the delay,
the amount of the extension to be determined by the ARCHITECT,
provided, however, that the CONTRACTOR 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
ARCHITECT is caused by such stoppage of said work shall be paid
by the OWNER to the CONTRACTOR.
5 . MEASUREMENT AND PAYMENT
5. 01 QUANTITIES AND MEASUREMENTS . No extra or customary
measurements of any kind will be allowed, but the actual
measured and/or computed length, area, solid contents, number
and weight only shall be considered, unless otherwise
specifically provided.
5. 02 ESTIMATED QUANTITIES . This agreement, including the
specifications, plans and estimate, is intended to show clearly
all work to be done and materials to be furnished hereunder.
Where the 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
comparing the proposals offered for the work. It is understood
and agreed that the actual amount of work to be done and
material to be furnished under this contract may differ somewhat
16
from these estimates, and that where the basis for payment under
this contract is the unit price method, payment shall be for the
actual amount of such work done and the material furnished.
Where payment is based on the unit price method, the
CONTRACTOR agrees that he will make no claim for damages,
anticipated profits or otherwise on account of any differences
which may be found between the quantities of 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 20o more than, or 200 less than
the estimated or ' contemplated quantity for such items, then
either party to this Agreement, upon demand, shall be entitled
to a revised 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 .
Any revised consideration is to be determined by agreement
between the parties, otherwise by the terms of this Agreement,
as provided under "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 Proposal hereto attached,
which has been made a part of this contract. The 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 manner and according to
this Agreement.
5. 04 PARTIAL PAYMENTS. On or before the 10th 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
17
materials delivered on the site of the work that are to be
fabricated into the work.
The OWNER 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 OWNER 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 undertaken, whether of a minor
or major nature, and thereby completing the structure or
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 been completed, or substantially completed, the
ARCHITECT and the OWNER shall inspect the work and within said
time, if the work be found to be completed or substantially
completed in accordance with 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 within ten (10) days to issue a Certificate of
18
Acceptance of the work to the CONTRACTOR or to advise the
CONTRACTOR in writing of the reason for non-acceptance.
5. 07 FINAL PAYMENT. Upon the issuance of the Certificate of
Completion, the ARCHITECT shall proceed to verify final
completion and the final statement of the CONTRACTOR of all work
performed and materials furnished under the terms of the
Agreement and shall certify same to the OWNER, who shall pay to
the CONTRACTOR on or 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 performed his contractual obligations
under the terms of this contract; and said payment shall become
due in any event upon said performance by the CONTRACTOR.
Neither the Certificate of Acceptance nor the final payment, nor
any provision in the Contract Documents, shall relieve 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 part 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 .
(c) Failure of the CONTRACTOR to make payments
properly to sub-contractors 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 fail to make payment
to the CONTRACTOR of the sum named in any partial or final
statement, when payment is due, then the OWNER shall pay to the
CONTRACTOR, in addition to the sum shown as due by such
statement, interest thereon at the rate of six (6) per cent per
19
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 CONTRACTOR growing
out of such delay in payment, but the right is expressly
reserved to the CONTRACTOR in the event payments be not promptly
made, as provided under "Partial Payments", to at any time
thereafter treat the contract as abandoned by the OWNER and
recover compensation, as 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 CHANGE ORDERS . Without 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 Change Order and
the CONTRACTOR may make claim against the OWNER for Extra Work
involved therein, as hereinafter provided.
6. 02 MINOR 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
CONTRACTOR shall make written request to the 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 ARCHITECT 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
20 1
proposed change.
6. 03 EXTRA WORK. 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 sum; or
Method (C) - If neither Method (A) nor
Method (B) be agreed upon before
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 the
cost to the CONTRACTOR of all workmen, such as foreman,
timekeepers, mechanics 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
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 kept 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 commences,
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,
21
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 Field 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" .
No claim for Extra Work of any kind will be allowed unless
ordered in writing by the ARCHITECT. In case any orders or
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 filed with
the ARCHITECT within thirty (30) days after the ARCHITECT has
given any directions, order or instruction to which the
CONTRACTOR desires 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 OWNER, or the
ARCHITECT, or if the CONTRACTOR fails to comply with the orders
of the ARCHITECT, when such orders are consistent with the
Contract Documents, then, and in that 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, tools,
materials, or 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
22
the performance bond, or 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 herein above provided for, within ten (10) days after
service of such notice, then the OWNER may provide for
completion of the work in either 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 OWNER 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 OWNER under sealed bids, after five (5) days
notice published one or more times in a newspaper having general
circulation in the county of the location of the work, may let
the contract for the completion of the work under substantially
the same terms 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
23
of Completion and Acceptance, as provided in Paragraph 5. 06
herein above, shall be issued. A complete itemized statement of
the contract accounts, certified to by the ARCHITECT as being
correct, shall then be prepared and delivered to the CONTRACTOR
and his Surety, whereupon the CONTRACTOR and/or his Surety, or
the OWNER as the case may be, shall pay the balance due as
reflected by said statement, within fifteen (15) 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 OWNER within the time
designated herein above, and there remains any machinery,
equipment, tools, materials or supplies on the site of the work,
notice thereof, 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 OWNER 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
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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 terms 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 OWNER and all
other sums that may be retained by the OWNER 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 .
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SPECIAL - ADDENDUM NO. 1 -ASCE GENERAL CONDITIONS - BID SURETY
Each bidder shall submit with his proposal a cashier's check or certified check or bidder's bond
equal to 10 percent of the amount bid. If the bid is upon alternates, such bid deposit or bidder's
bond must be at least 10 percent of the highest amount for which the bidder offers to do all or
any of the work bid upon. If a bidder's bond is submitted, it shall be executed by the bidder and
by a corporate surety. The bidder may furnish a bid deposit instead of a bidder's bond. Such
deposit shall secure the Owner to the same purpose and effect as if a-bidder's bond had been
furnished. Every bidder submitting a bid deposit instead of a bidder's bond will be deemed to
have consented to all terms, conditions, and provisions which pertain to a bidder's bond.
x:city of baytownlfire stationlphase 2 contractlexhb.b.doc DL 8 February 2002
26
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BCA Bricker + Cannady Architects
8 February 2002
Exhibit C - Project Scope
Project: Renovation of Fire Station
4723 Garth Road
Baytown, Texas
Project Scope
Renovate certain components of the existing approximately 7,500-sq. ft. fire station in response
to damage caused by moisture infiltration through the exterior envelope and into the building.
The project scope will be in general conformance with Option 2 as described in BCA Renovation
Feasibility Study dated 1/15/02 and includes:
• Replacement of the roof assembly at both the first and second floors;
• Replacement of the second floor exterior wall assembly including windows;
• Replacement of interior second floor non-core area construction;
• Replacement/ modification of certain components of the HVAC system.
Consultants
Services of a MEP Consultant will be limited to development and/or review of a performance
specification for HVAC and electrical modifications. Design of these systems will be the
responsibility of the contractor.
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x:lcity of baytownlfire stationlphase 2 contractlexhb.c.doc DL 8 February 2002
5075 Westheimer Suite 770 Houston,Texas 77056 t:713.623.0381 f:713.623.8048 www.bc-arch.com
