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Ordinance No. 10,441ORDINANCE NO. 1 O441 AN ORDINANCE OF THE CH")` COUNCIL OF THE CITY OF BAYTOWN, TEXAS, APPROVING AN AGREEMENT WITH TACKETT LODHOLZ ARC[4 I"FEC"I'S, INC.. FOR FINAL DESIGN' SERVIC ' 'ES FOR, THE F]RE S"I'A"FION NO. 5 PROJECT, AUTHORIZING FUNDS IN A TOTAL AIVIOLfNT NOTTO EXCEED ONE HUNDRED THIRTY-TWO THOUSAND FOUIR HUNDRED "I"WENTY-FIVE AND NO/100 DOLLARS (,S132,425,00); MAKING OTHER PROVISIONS RELATEDTHERET01- AND PROVIDING FORTHF k! ;r. , * .N ;j, A4 >q: *, * P14 *: 4' • ", � �Ju %h 4, * * * A, 42 * * * (,. :p. ift * h * * .R �. a y * .�, A, a4 @ j, * A,, .J-. * * * .q::. * * r. .I. a. 1, k Ar. Jt * * * J• * dz 4 !. * * * * J. * .1 -1, A. :y„ A t .rl * BE IT ORDAINED BYTHECITY COUNCIL Of"I"HE CITNOF BAYTOWN, TEXAS: Section 1: That the City Council r:rf flie City of'Baylown, Texas, hereby approves an agrecillent VVith Tackett Lodholz Architects, Inc., for final deslun services for the Fire Station No� 5 ProJect. A copy of S [d aul 11 1 111) ; . a, 4�11-Qenlent �S attached hereto, marked L',Nhibit "A," and made a part hereof for all intents ad )L - OLeS, Section 2; That the Cily' COUTICH Of'the C ily of Baytown authori7es funds payable to Tackett Lodho]z Architects, Inc., in an anioum of" ONI"' HUNDRE"D THIRTY-TWO THOUSAND FOLJR HLI NDRED TWENTY-FIVE AND NO/100 DOLLARS (SLI2,425.0W for prolLssional services, HI accordance with tire contract approved in Sec0on I hereof. Section 3: That (lie City N/Iana-er is hereby granted Oren eral authority to approve a clecrease or an increase in costs by "I"WE'NTY-FIVE, THOUSAND AND NO/100 DOLLARS ($25,000.00) or less, provided HIM 111C aMOLIM aUthOt-iZCd In Section 3 he•eof` may not be increased by rnore tha,n twenty-five pelvent (25'1`~0- Section 4: This ordinance sluffl to effect inimechately froin an after its passage by the City Z7 ("ouncil of'lhe City o�'Baymwn, ✓ INTRODUCED, READ and PAS- ED ay the "d'firmanve vote 01" City Council of' the City (if, Bavtown this the r %n day cf'Oember, 2006. I City Clerk APPROVED AS TO FORNI: R",Klu Ln1A,'t1eS`,('4 ('QxmcO,Ordipumc , 2006 Oc:lober V 2 1 S NCARLOS, N/layor. 1 Document ent B155"' —1993 - -'� - Standard Form of Agreement Between Owner and Architect for a Small Project This AGREEMENT is made: (Date) BETWEEN the Owner: City of Baytown ADDITIONS AND DELETIONS: P.O. Box 44 The author of this document has Baytown. TX 77522 added information needed for its completion. The author may also and the Architect: have revised the text of the original AIA standard form. An Tackett Lodholz Architects. Inc., Additions and Deletions Report 3270 Sul Ross, Houston. TX 77098 that notes added information as well as revisions to the standard for the following Project: form text is available from the author and should be reviewed. Baytown FS 5 A vertical line in the left margin of Baytown Fire Station No. 5 to provide a fire station for the City of Baytown located on a this document indicates where new site located off Bayway Drive. The services to be pursuant to this Agreement include the author has added necessary not only required architectural services necessary for the successful completion of the information and where the author Project, but also include, but are not limited to. (i) sitework. (ii) geotechnical evaluation to has added to or deleted from the evaluate the soil and the groundwater conditions at the site. (iii) civil /surveying work, and original AIA text. (iv) inspection services for compliance with the Texas .Architectural Barriers Act. See This document has important Exhibit A and Supplemental Conditions to Standard Form of Agreement between Owner legal consequences. and Architect for a Small project concerning Fire Station No. 5. The Owner and Architect - Consultation with an attorney agree as follows. is encouraged with respect to its completion or modification. AIA Document 8155- - 1993. Copyright ® 1993 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA soltware at 14:11:56 on 1010&2006 under Order No. 1000210765_1 which expires on 121312006. and s not for resale. User Notes: (2839209390) ARTICLE 1 ARCHITECT'S RESPONSIBILITIES The Architect ,hall provide architectural services for the project, including normal structural, mechanical and electrical design services. Services shall be performed in a manner consistent with professional skill and care, § 1.1 During the Design Phase. the Architect shall perform the following tasks: .1 describe the project requirements for the Owner's approval: .2 develop a design solution based on the approved project requirements. .3 upon the Owner's approval of the design solution, prepare Construction Documents indicating requirements for construction of the project, .4 assist the Owner in filing documents required for the approval of governmental authorities: and .5 assist the Owner in obtaining proposals and award contracts for construction. § 1.2 During the Construction Phase, the Architect shall act as the Owner's representative and provide administration of the Contract between the Owner and Contractor. The extent of the Architect's authority and responsibility during construction is described in this Agreement and in AiA Document A205, General Conditions of the Contract for Construction of a Small Project. Unless otherwise agreed. the Architect's services during construction include visiting the site, reviewing and certifying payments, reviewing the Contractor's submittals, rejecting nonconforming Work, and interpreting the Contract Documents. ARTICLE 2 OWNER'S RESPONSIBILITIES The Owner shall provide full information about the objectives, schedule, constraints and existing conditions of the project, and shall establish a budget with reasonable contingencies that meets the project requirements. The Owner shall furnish surveying, geotechnical engineering and environmental testing services upon request by the Architect. The Owner shall employ a contractor to perform the construction Work and to provide cost - estimating services, The Owner shall furnish for the benefit of the project all legal, accounting and insurance counseling services. ARTICLE 3 USE OF ARCHITECT'S DOCUMENTS Documents prepared by the Architect are instruments of service for use solely with respect to this project. The Architect shall retain all common law, statutory and other reserved rights, including the copyright. The Owner shall not reuse or permit the reuse of the Architect's documents except by mutual agreement in writing. ARTICLE 4 TERMINATION, SUSPENSION OR ABANDONMENT In the event of termination, suspension or abandonment of the project, the Architect shall be equitably compensated for services performed. Failure of the Owner to make payments to the Architect in accordance with this Agreement shall be considered substantial nonperformance and is sufficient cause for the Architect to either suspend or terminate services. Either the Architect or the Owner may terminate this Agreement after giving no less than seven days' written notice if the other party substantially fails to perform in accordance with the terms of this Agreement. ARTICLE 5 MISCELLANEOUS PROVISIONS § 5.1 This Agreement shall be governed by the law of the location of the project. § 5.2 Terms in this Agreement shall have the same meaning -as those in AIA Document A205, General Conditions of the Contract for Construction of a Small Project, current as of the date of this Agreement. § 5.3 The Owner and Architect, respectively. bind themselves, their partners, successors, assigns and legal representatives to this Agreement. Neither party to this Agreement shall assign the contract as a whole without written consent of the other. § 5.4 The Architect and Architect's consultants shall have no responsibility for the identification, discovery, presence, handling, removal or disposal of. or exposure of persons to, hazardous materials in any form at the project site. ARTICLE 6 PAYMENTS AND COMPENSATION TO THE ARCHITECT The Owner shall compensate the Architect as follows. § 6.1 The Architect's Compensation shall be: (Indicate method of compensation.) AIA Document 8155^' — 1993. Copyright ® 1993 by The American Instituie of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:11.56 on 10W06+'2006 under Order No.1000210765_1 which expires on 12/13/2006, and is not for resale, User Notes: (2839209390) Services will be performed for a fee not to exceed $120.000.00. The S15.000,00 paid for pre Iirninary design (agreement dated 3 /3 /05) will be credited against the total fee. Any authorized additional services work will be performed on an hourly time card basis for rates listed below. Principal 5150.00 Administration 90.00 Designer 30.00 CAD Technician 60.00 of which an initial payment retainer of (S ) shall be paid upon execution of this Agreement and shall be credited to the final payment. § 6,2 The Architect shall be reimbursed for expenses incurred in the interest of the project, plus an administrative fee of 0 percent ( 0 %). (List reimbursable items.) These expenses are in addition to architectural services and will be invoiced at actual cost with no markup. These costs will not exceed S 10,000.00. § 6.3 . See #l0 of Supplemental Conditions to Standard Form of Agreement Between Owner and Architect for a Small Project Concerning the Fire Station No. 5 Project § 6.4 See # I I of Supplemental Conditions to Standard Form of Agreement Between Owner and Architect for a Small Project Concerning the Fire Station No. 5 Project (Usury lairs and requirements under fire Federal Truth in Lending .Act, similar state and local consumer credit laws and other regulations at the Owner's and .architect's principal places of business, the location of the Project and elsewhere nary affect the validity of this provision.) § 6,5 Architectural Services not covered by this Agreement include, among others, revisions due to changes in the scope, quality or budget. The Architect shall be paid additional fees for these services based on the Architect's hourly rates when the services are performed. ARTICLE 7 OTHER PROVISIONS (Insert descriptions of otter services and in to the terms of this Agreement.) . Supplemental Conditions to Standard Form of Agreement Between Owner and Architect for a Small Project Concerning the Fire Station No. 5 Project This Agreement entered into as of the day and year first written above. (If required by law, insert cancellation period, disclosures or other warning statentents above the signatures.) OWNER (Signature) (Printed name and title) ARC,MITECT f_ tSign—a re) d f Tackett , President (Printed name mid title) AIA Document B155T — 1993. Copyright m 1993 by The American Institute of Architects. All rights reserved. WARNING: This AIA9 Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:11:56 on 10/0612006 under Order No. 1000210765_1 which expires on 12/1312006, and is not for resale. User Notes: (2839209390) SUPPLEINIENTAL CONDITIONS TO STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ARCHITECT FOR A SMALL PROJECT CONCERNING THE FIRE STATION NO. 5 PROJECT These supplemental conditions shall supersede and control over the Terms and Conditions of Agreement between the Owner and the Architect (AIA Document B 155-1993) and the associated construction documents to the extent that there is confl ict. Article l is amended to read as follows: The Architect shall provide architectural services for the Project, including structural, mechanical, and electrical design services. Additionally, the Architect shall cause to have performed the following services, which shall be paid in accordance with Section 6.2 hereinbelo%v: L Geotechnical Evaluation. The geotechnical evaluation is to evaluate the soil and the groundwater conditions at the site and provide appropriate recommendations. a. Field Activities. The Architect shall explore subsurface conditions by drilling and sampling nine borings. Six of the borings will be drilled to about 10 feet below ground surface (bgs) for the evaluation of the parking areas. Three borings will be drilled to an approximate depth of 25 feet bgs for the evaluation of the buildings. A total of 135 feet will be drilled for the evaluation of the Project. The borings will be drilled using truck-mounted drill rig equipment. Soil samples will be obtained continuously to a depth of about ten feet and at about five -foot intervals thereafter until boring termination. Granular soil sampling will be performed utilizing the standard penetration test using split spoon sampler (ASTNI D 1586). Cohesive soils will be sampled using a thin walled sampler (ASTMD 1587). The boreholes will be backfilled with soil cuttings after the completion of drilling operation. b. Laboratory Testing. Laboratory tests will be performed on selected soil samples to develop the engineering properties of the soil. These tests may include pocket penetrometer, unconfined compression (ASTM D 4318), and percent minus No. 200 sieve (ASTNI D 1140), as appropriate. C. Engineering Analyses and Report. The field and laboratory data will be evaluated to develop reconunendations to guide design and construction of the proposed building and associated pavements. Architect's Initials _ Owner's Initials The results of the study will be presented in an engineering report that will include the following: (1) logs of borings, boring site plan, water level data and laboratory test results; (2) recommendations for suitable building foundations and allowable bearing capacity; and (3) recommendations to reduce foreseeable foundation and pavement construction issues. Three copies shall be tended to the Owner upon completion. 2. Civil /SurvevinQ Work. The civil/survey work shall comprise the site civil design for the Project and shall include: a. Existing topographic and evaluation survey of the site: b. A site grading plan, drainage and detention system and utility plans: and C. A storm water pollution prevention plan. 3. Inspection Services for compliance with the Texas Architectural Barriers Act. All such services shall be performed in a manner consistent with professional skill and care. 2. Section 1.1 is amended to read as follows: During the Design Phase, the Architect shall perform the following tasks: 1 describe the project requirements in writing for the Owner's approval: .2 develop a design solution, including a construction cost estimate, based upon the approved project requirements and furnish five (5) review copies of the design solution to the Owner within sixty (60) days of authorization to begin services and review them with the Owner: .3 upon the Owner's approval of the design solution. prepare and furnish twelve (12) copies of the final Contract Documents, which shall include, but is not limited to, the Construction Contract, Supplemental Conditions, Performance Payment, and Maintenance Bonds (when required). Addenda, Plans. Specifications, Proposal, Notice to Bidders. Instructions to Bidders, Scope of Work and all modifications thereof, to the Owner within ninety (90) days of the Owner's approval of the design solution: Architect's Initials _ Owner's Initials i) .4 prepare and submit all documents required for the approval of governmental authorities having jurisdiction over the Project as well as those required by utility, pipeline and other companies, whose operations and/or land or interests therein affect the Project; .5 assist the Owner in advertising for and obtaining bids and awarding a contract and shall prepare such contracts for construction. 3. Section 1.2 is amended to read as follows: During the Construction Phase. the Architect shall act as the Owner's representative and provide administration of the Contract between the Owner and the Contractor as set forth below and in the edition of AIA Document A205, General Conditions of the Contract for Construction of a Small Project, as modified by the Owner. and as otherwise provided in this Agreement. 4. Article 2 is amended to read as follows: The Owner shall provide information about the objectives, schedule, constraints and existing conditions of the project, and shall establish a budget with reasonable contingencies that meets the project requirements. The Owner shall furnish surveying. geotechnical engineering and environmental testing services upon request by the Architect. The Owner shall employ a contractor to perform the construction Work. The Owner shall furnish for the benefit of the project all legal, accounting and insurance counseling services. 5. Article 3 is amended to read as follows: Documents prepared by the Architect are instruments of service. However. upon execution of this Agreement, the Architect grants to the Owner an ownership interest in the Instruments of Service. The Architect shall obtain similar interests for the Owner from the Architect's consultants consistent with this Agreement. Within seven days of any termination or expiration of this Agreement, the Architect shall be required to tender to Owner all Instruments of Service; provided Owner has paid all monies, excluding any disputed amount, due and owing to Architect in accordance with this Agreement. With such ownership interests, it is expressly understood by the parties hereto that the Owner may use the Instruments of Service for any purposes which the Owner sees fit, including, but not limited to, subsequent construction, reconstruction, alteration, and/or repairs of the Project. As a condition to the Owner's use of the Instruments of Service, the Owner hereby expressly agrees to remove the Architect's name and all references to the Architect, and its consultants from the Architect's Initials Owner's Initials 3 Documents. The Owner hereby releases any and all claims which the Owner could make arising out of or in connection with any reuse of the documents by the Owner. This release of claims for the matters covered in this Article 3 shall be for the benefit of the Architect, its officers, and employees and sub - consultants, as well as their successors and assigns. 6. Article 4 is amended to delete the references to "substantially" and is amended to include the following sentence at the end of the article: The Owner may terminate this agreement for convenience effective upon the receipt of notice of such termination by the Architect. 7. Section 5.1 is amended to read as follows: This agreement shall be governed by the laws of the State of Texas and venue shall be exclusively in Harris County, Texas. 8. Section 5.2 is amended to read as follows: Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A205. General Conditions of the Contract for Construction of a Small Project, as modified by the City and as otherwise stated herein. 9. Section 6.2 is amended to read as follows: The Architect shall be reimbursed for expenses incurred in the interest of the Project in an amount not to exceed the following for each identified task: Geotechnical Evaluation .................... ..............................S 2,970.00 CiviliSurveying Work Topographic and Evaluation Survey .. ..............................S 1.695.00 Site Grading Plan. Drainage and Detention System and Utility Plan ..................... ..............................S 2,800.00 Storm Water Pollution Prevention Plan ...........................S 895.00 Inspection Services (Texas Architectural Barriers Act) ..S 1,065.00 Nliscellaneous .................................... ..............................S 8,000.00 These expenses are in addition to architectural services, will be invoiced at actual cost with no markup and shall not exceed the amounts stated above for each task. 10. Section 6.3 is hereby amended to read as follows: The Architect's responsibility to provide services under this Agreement commences with the Owner's execution of this Agreement and terminates upon the Owner's final acceptance of the Work. Architect's Initials Owner's Initials 4 1 1. Section 6.4 is hereby amended to read as follows. Payments are due and payable thirty days from the date of the Owner's receipt of the Architect's invoice. .Amounts unpaid 30 days after the Owner's receipt of the invoice shall bear interest at the rate entered below: at the rate indicated in Section 2251.025 of the Texas Government Code. 12. Article 6.5 is amended to read as follows: Architectural Services not covered by this Agreement include. among others, revisions due to changes in the scope, quality or budget after the same have been reviewed and accepted by the Owner. The Architect shall be paid additional fees for these services based on the Architect's hourly rates specified in Section 6.1 hereof. Payments shall be due in accordance with Section 6.4. Prior to performing any additional services, the Architect must obtain the Owner's written approval in order to be compensated for such services. Should the Architect fail to do so, the Owner shall not be liable for payment of the Additional Services. 13. Article 7 is amended to read as follows: § 7.1 ARCHITECT AGREES TO AND SHALL INDEMNIFY AND HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES (HEREINAFTER REFERRED TO AS THE "CITY ") FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LI_ABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY, OR FOR ANY BREACH OF CONTRACT, ARISING OUT OF, OR IN CONNECTION WITH THE WORK DONE BY ARCHITECT UNDER THIS CONTRACT CAUSED BY THE SOLE OR JOINT NEGLIGENCE OF ARCHITECT. IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH ARCHITECT AND THE CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS Architect's Initials Owner's Initials INDEMNITY BY ARCHITECT TO INDEMNIFY AND PROTECT THE CITY FROM THE CONSEQUENCES OF ARCHITECT'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS THE SOLE OR A CONCURRING CAUSE OF THE RESULTING INJURY, DEATH OR DAMAGE. SUCH INDEMNITY SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS THAT IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF THE CITY. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE CITY FROM WHICH THE CITY IS INDEMNIFIED, ARCHITECT FURTHER AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE CITY. THE INDEMINITY PROVIDED FOR IN THIS SECTION 7.1 SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREENIENT. By this Agreement, the Owner does not consent to litigation or suit, and the Owner hereby expressly revokes any consent to litigation that it may have granted by the terms of this Contract or any other contract or agreement, any charter, or applicable state law. Nothing herein shall be construed so as to limit or waive Owner's sovereign immunity. Architect assumes full responsibility for its work performed hereunder and hereby releases, relinquishes and discharges Owner, its officers, agents, and employees from all claims, demands, and causes of action of every kind and character for any injury to or death of any person and/or any loss of or damage to any property that is caused by or alleged to be caused by, arising out of, or in connection with Architect's work to be performed hereunder. This release shall apply with respect to Architect's work regardless of whether said claims, demands, and causes of action are covered in whole or in part by insurance. The protections afforded to the Owner in this section 7.1 shall Architect's Initials Owner's Initials Gi control and supersede any apportionment of liability or release of liability contained elsewhere in the Contract Documents. §7.2. Throughout the term of this Agreement, the Architect at its own expense shall purchase, maintain and keep in force and effect insurance against claims for injuries to or death of persons or damages to property which may arise out of or result from the Architect's operations and/or performance of the work under this Agreement, whether such operations and/or performance be by the Architect, its agents, representatives. volunteers. employees or subcontractors or by anyone directly or indirectly employed by any of them. or by anyone for whose acts any of them may be liable. The Architect's insurance coverage shall be primary insurance with respect to the Owner, its officers, agents and employees. Any insurance or self - insurance maintained by the Owner, its officials. agents and employees shall be considered in excess of the Architect's insurance and shall not contribute to it. Further. the Architect shall include all subcontractors as additional insureds under its commercial general liability policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein. The following is a list of standard insurance policies along with their respective minimum coverage amounts required in this contract: Commercial General Liability (CGL) General Aggregate: S1,000.000 Products & Completed Operations: $1.000,000 Personal & Advertising Injury: 51,000.000 Per Occurrence: $500.000 a. Coverage shall be at least as broad as ISO CG 00 01 10 93 b. No coverage shall be excluded from standard policy without notification of individual exclusions being attached for review and acceptance. Business Automobile Policy (BAP) Combined Single Limits: 51,000,000 a. Coverage for "Any Auto." Workers' Compensation Insurance Statutory Limits Employer's Liability: S500,000 Waiver of Subrogation required Architect's Initials Owner's Initials 7 Errors & Omissions (E &O) General Aggregate: S 1,000,000 Per Project: 5500.000 a. For all engineers, and /or design companies. b. Claims -made form is acceptable. Upon execution of this contract, Architect shall file with the Owner valid Certificates of Insurance and endorsements acceptable to the Owner. Such Certificates shall contain a provision that coverage afforded under the policies will not be canceled, suspended, voided, or reduced until at least thirty (30) days' prior written notice has been given to the Owner via certified mail, return receipt requested. The Architect shall also file with the Owner valid Certificates of Insurance covering all subcontractors. The following are general requirements applicable to all policies: a. Aivl Best Rating of B +:VI1 or better for all liability policies. b. Insurance carriers licensed and admitted to do business in State of Texas will be accepted. c. Liability policies will be on occurrence forth. E & O can be on claims -made form. d. Owner. its officials and employees are to be added as Additional Insured to the commercial general liability and business automobile policies. e. Upon request of and without cost to Owner, certified copies of all insurance policies and/or certificates of insurance shall be furnished to Owner's representative. Certificates of insurance showing evidence of insurance coverage shall be provided to Owner's representative prior to execution of this agreement. f. Upon request of and without cost to Owner, loss runs (claims listing) of any and/or all insurance coverage shall be furnished to Owner's representative. R- tKamn +Filc +tPaguteering�Archttect Agmcmmts 7ackett LodholieFire Station No 3 Expaui cnSupplomcntalCondittnni2A IARe�iad042005.doc Architect's Initials -Le.( Owners Initials 0 1- Document B1 55' ® 1993 Standard Form of Agreement Between Owner and Architect for a Small Project This AGREEMENT is made: (Date) BETWEEN the Owner: City of Baytown ADDITIONS AND DELETIONS: P.O.Box 424 The author of this document has Baytown,TX 77522 added information needed for its completion.The author may also and the Architect: have revised the text of the original AIA standard form.An Tackett Lodholz Architects,Inc., Additions and Deletions Report 3270 Sul Ross,Houston,TX 77098 that notes added information as well as revisions to the standard for the following Project: form text is available from the author and should be reviewed. Baytown FS 5 A vertical line in the left margin of Baytown Fire Station No.5 to provide a fire station for the City of Baytown located on a this document indicates where new site located off Bayway Drive. The services to be pursuant to this Agreement include the author has added necessary not only required architectural services necessary for the successful completion of the information and where the author Project, but also include,but are not limited to,(i)sitework,(ii)geotechnical evaluation to has added to or deleted from the evaluate the soil and the groundwater conditions at the site,(iii)civil/surveying work,and original AIA text. (iv)inspection services for compliance with the Texas Architectural Barriers Act. See This document has important Exhibit A and Supplemental Conditions to Standard Form of Agreement between Owner legal consequences. and Architect for a Small project concerning Fire Station No.5.The Owner and Architect Consultation with an attorney agree as follows. is encouraged with respect to its completion or modification. AIA Document B155TM—1993.Copyright ©1993 by The American Institute of Architects. All rights reserved. WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of it, 1 may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:11:56 on 10/06/2006 under Order No.1000210765_1 which expires on 12/13/2006,and is not for resale. User Notes: (2839209390) ' ARTICLE 1 ARCHITECT'S RESPONSIBILITIES The Architect shall provide architectural services for the project,including normal structural,mechanical and electrical design services.Services shall be performed in a manner consistent with professional skill and care. §1.1 During the Design Phase,the Architect shall perform the following tasks: .1 describe the project requirements for the Owner's approval; .2 develop a design solution based on the approved project requirements; .3 upon the Owner's approval of the design solution,prepare Construction Documents indicating requirements for construction of the project; .4 assist the Owner in filing documents required for the approval of governmental authorities;and .5 assist the Owner in obtaining proposals and award contracts for construction. §1.2 During the Construction Phase,the Architect shall act as the Owner's representative and provide administration of the Contract between the Owner and Contractor. The extent of the Architect's authority and responsibility during construction is described in this Agreement and in AIA Document A205,General Conditions of the Contract for Construction of a Small Project.Unless otherwise agreed,the Architect's services during construction include visiting the site,reviewing and certifying payments,reviewing the Contractor's submittals,rejecting nonconforming Work,and interpreting the Contract Documents. ARTICLE 2 OWNER'S RESPONSIBILITIES The Owner shall provide full information about the objectives,schedule,constraints and existing conditions of the project,and shall establish a budget with reasonable contingencies that meets the project requirements. The Owner shall furnish surveying,geotechnical engineering and environmental testing services upon request by the Architect. The Owner shall employ a contractor to perform the construction Work and to provide cost-estimating services. The Owner shall furnish for the benefit of the project all legal,accounting and insurance counseling services. ARTICLE 3 USE OF ARCHITECT'S DOCUMENTS Documents prepared by the Architect are instruments of service for use solely with respect to this project. The Architect shall retain all common law,statutory and other reserved rights,including the copyright. The Owner shall not reuse or permit the reuse of the Architect's documents except by mutual agreement in writing. ARTICLE 4 TERMINATION,SUSPENSION OR ABANDONMENT In the event of termination,suspension or abandonment of the project,the Architect shall be equitably compensated for services performed. Failure of the Owner to make payments to the Architect in accordance with this Agreement shall be considered substantial nonperformance and is sufficient cause for the Architect to either suspend or terminate services. Either the Architect or the Owner may terminate this Agreement after giving no less than seven days' written notice if the other party substantially fails to perform in accordance with the terms of this Agreement. ARTICLE 5 MISCELLANEOUS PROVISIONS §5.1 This Agreement shall be governed by the law of the location of the project. §5.2 Terms in this Agreement shall have the same meaning as those in AIA Document A205,General Conditions of the Contract for Construction of a Small Project,current as of the date of this Agreement. §5.3 The Owner and Architect,respectively,bind themselves,their partners,successors,assigns and legal representatives to this Agreement. Neither party to this Agreement shall assign the contract as a whole without written consent of the other. §5.4 The Architect and Architect's consultants shall have no responsibility for the identification,discovery, presence,handling,removal or disposal of,or exposure of persons to,hazardous materials in any form at the project site. ARTICLE 6 PAYMENTS AND COMPENSATION TO THE ARCHITECT The Owner shall compensate the Architect as follows. §6.1 The Architect's Compensation shall be: (Indicate method of compensation.) AIA Document B155Tm—1993.Copyright©1993 by The American Institute of Architects. All rights reserved. WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of it, may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:11:56 on 10/06/2006 under Order No.1000210765_1 which expires on 12/13/2006,and is not for resale. User Notes: (2839209390) Services will be performed for a fee not to exceed$120,000.00. The$15,000.00 paid for preliminary design (agreement dated 8/3/05)will be credited against the total fee. Any authorized additional services work will be performed on an hourly time card basis for rates listed below. Principal $150.00 Administration 90.00 Designer 80.00 CAD Technician 60.00 of which an initial payment retainer of ($ )shall be paid upon execution of this Agreement and shall be credited to the final payment. §6.2 The Architect shall be reimbursed for expenses incurred in the interest of the project,plus an administrative fee of 0 percent( 0 %). (List reimbursable items.) These expenses are in addition to architectural services and will be invoiced at actual cost with no markup. These costs will not exceed$10,000.00. §6.3.See#10 of Supplemental Conditions to Standard Form of Agreement Between Owner and Architect for a Small Project Concerning the Fire Station No.5 Project §6.4 See#11 of Supplemental Conditions to Standard Form of Agreement Between Owner and Architect for a Small Project Concerning the Fire Station No.5 Project (Usury laws and requirements under the Federal Truth in Lending Act,similar state and local consumer credit laws and other regulations at the Owner's and Architect's principal places of business, the location of the Project and elsewhere may affect the validity of this provision.) §6.5 Architectural Services not covered by this Agreement include,among others,revisions due to changes in the scope,quality or budget. The Architect shall be paid additional fees for these services based on the Architect's hourly rates when the services are performed. ARTICLE 7 OTHER PROVISIONS (Insert descriptions of other services and modifications to the terms of this Agreement.) Supplemental Conditions to Standard Form of Agreement Between Owner and Architect for a Small Project Concerning the Fire Station No.5 Project This Agreement entered into as of the day and year first written above. (If required by law, insert cancellation period,disclosures or other warning statements above the signatures.) OWNEV a ARCATECT - (Si nature Signa re) 'rI d J.Tackett,President (Printed name and title) (Printed name and title) AIA Document B155TM—1993.Copyright ©1993 by The American Institute of Architects. All rights reserved. WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of it, 3may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:11:56 on 10/06/2006 under Order No.1000210765_1 which expires on 12/13/2006,and is not for resale. User Notes: (2839209390) SUPPLEMENTAL CONDITIONS TO STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ARCHITECT FOR A SMALL PROJECT CONCERNING THE FIRE STATION NO. 5 PROJECT These supplemental conditions shall supersede and control over the Terms and Conditions of Agreement between the Owner and the Architect(AIA Document B155-1993) and the associated construction documents to the extent that there is conflict. 1. Article 1 is amended to read as follows: The Architect shall provide architectural services for the Project, including structural, mechanical, and electrical design services. Additionally, the Architect shall cause to have performed the following services, which shall be paid in accordance with Section 6.2 hereinbelow: 1. Geotechnical Evaluation. The geotechnical evaluation is to evaluate the soil and the groundwater conditions at the site and provide appropriate recommendations. a. Field Activities. The Architect shall explore subsurface conditions by drilling and sampling nine borings. Six of the borings will be drilled to about 10 feet below ground surface (bgs) for the evaluation of the parking areas. Three borings will be drilled to an approximate depth of 25 feet bgs for the evaluation of the buildings. A total of 135 feet will be drilled for the evaluation of the Project. The borings will be drilled using truck-mounted drill rig equipment. Soil samples will be obtained continuously to a depth of about ten feet and at about five-foot intervals thereafter until boring termination. Granular soil sampling will be performed utilizing the standard penetration test using split spoon sampler (ASTM D 1586). Cohesive soils will be sampled using a thin walled sampler (ASTMD 1587). The boreholes will be backfilled with soil cuttings after the completion of drilling operation. b. Laboratory Testing_ Laboratory tests will be performed on selected soil samples to develop the engineering properties of the soil. These tests may include pocket penetrometer, unconfined compression (ASTM D 4318), and percent minus No. 200 sieve (ASTM D 1140), as appropriate. C. Engineering Analyses and Report. The field and laboratory data will be evaluated to develop recommendations to guide design and construction of the proposed building and associated pavements. Architect's Initials Owner's Initials 74ko�_ 1 The results of the study will be presented in an engineering report that will include the following: (1) logs of borings, boring site plan, water level data and laboratory test results; (2) recommendations for suitable building foundations and allowable bearing capacity; and (3) recommendations to reduce foreseeable foundation and pavement construction issues. Three copies shall be tended to the Owner upon completion. 2. Civil/Surveying Work. The civil/survey work shall comprise the site civil design for the Project and shall include: a. Existing topographic and evaluation survey of the site; b. A site grading plan, drainage and detention system and utility plans; and C. A storm water pollution prevention plan. 3. Inspection Services for compliance with the Texas Architectural Barriers Act. All such services shall be performed in a manner consistent with professional skill and care. 2. Section 1.1 is amended to read as follows; During the Design Phase, the Architect shall perform the following tasks: 1 describe the project requirements in writing for the Owner's approval; .2 develop a design solution, including a construction cost estimate,based upon the approved project requirements and furnish five (5) review copies of the design solution to the Owner within sixty (60) days of authorization to begin services and review them with the Owner; .3 upon the Owner's approval of the design solution, prepare and furnish twelve (12) copies of the final Contract Documents, which shall include, but is not limited to, the Construction Contract, Supplemental Conditions, Performance Payment, and Maintenance Bonds (when required), Addenda, Plans, Specifications, Proposal, Notice to Bidders, Instructions to Bidders, Scope of Work and all modifications thereof, to the Owner within ninety (90) days of the Owner's approval of the design solution; Architect's Initials Owner's Initials 2 .4 prepare and submit all documents required for the approval of governmental authorities having jurisdiction over the Project as well as those required by utility, pipeline and other companies, whose operations and/or land or interests therein affect the Project; .5 assist the Owner in advertising for and obtaining bids and awarding a contract and shall prepare such contracts for construction. 3. Section 1.2 is amended to read as follows: During the Construction Phase, the Architect shall act as the Owner's representative and provide administration of the Contract between the Owner and the Contractor as set forth below and in the edition of AIA Document A205, General Conditions of the Contract for Construction of a Small Project, as modified by the Owner, and as otherwise provided in this Agreement. 4. Article 2 is amended to read as follows: The Owner shall provide information about the objectives, schedule, constraints and existing conditions of the project, and shall establish a budget with reasonable contingencies that meets the project requirements. The Owner shall furnish surveying, geotechnical engineering and environmental testing services upon request by the Architect. The Owner shall employ a contractor to perform the construction Work. The Owner shall furnish for the benefit of the project all legal, accounting and insurance counseling services. 5. Article 3 is amended to read as follows: Documents prepared by the Architect are instruments of service. However, upon execution of this Agreement, the Architect grants to the Owner an ownership interest in the Instruments of Service. The Architect shall obtain similar interests for the Owner from the Architect's consultants consistent with this Agreement. Within seven days of any termination or expiration of this Agreement, the Architect shall be required to tender to Owner all Instruments of Service; provided Owner has paid all monies, excluding any disputed amount, due and owing to Architect in accordance with this Agreement. With such ownership interests, it is expressly understood by the parties hereto that the Owner may use the Instruments of Service for any purposes which the Owner sees fit, including, but not limited to, subsequent construction, reconstruction, alteration, and/or repairs of the Project. As a condition to the Owner's use of the Instruments of Service, the Owner hereby expressly agrees to remove the Architect's name and all references to the Architect, and its consultants from the Architect's Initials Owner's Initials 3 Documents. The Owner hereby releases any and all claims which the Owner could make arising out of or in connection with any reuse of the documents by the Owner. This release of claims for the matters covered in this Article 3 shall be for the benefit of the Architect,its officers, and employees and sub-consultants, as well as their successors and assigns. 6. Article 4 is amended to delete the references to"substantially"and is amended to include the following sentence at the end of the article: The Owner may terminate this agreement for convenience effective upon the receipt of notice of such termination by the Architect. 7. Section 5.1 is amended to read as follows: This agreement shall be governed by the laws of the State of Texas and venue shall be exclusively in Harris County, Texas. 8. Section 5.2 is amended to read as follows: Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A205, General Conditions of the Contract for Construction of a Small Project, as modified by the City and as otherwise stated herein. 9. Section 6.2 is amended to read as follows: The Architect shall be reimbursed for expenses incurred in the interest of the Project in an amount not to exceed the following for each identified task: Geotechnical Evaluation..................................................$ 2,970.00 Civil/Surveying Work Topographic and Evaluation Survey................................$ 1,695.00 Site Grading Plan,Drainage and Detention System and Utility Plan...................................................$ 2,800.00 Storm Water Pollution Prevention Plan...........................$ 895.00 Inspection Services (Texas Architectural Barriers Act)..$ 1, 065.00 Miscellaneous ..................................................................$ 8,000.00 These expenses are in addition to architectural services, will be invoiced at actual cost with no markup and shall not exceed the amounts stated above for each task. 10. Section 6.3 is hereby amended to read as follows: The Architect's responsibility to provide services under this Agreement commences with the Owner's execution of this Agreement and terminates upon the Owner's final acceptance of the Work. Architect's Initials Owner's Initials 4 11. Section 6.4 is hereby amended to read as follows. Payments are due and payable thirty days from the date of the Owner's receipt of the Architect's invoice. Amounts unpaid 30 days after the Owner's receipt of the invoice shall bear interest at the rate entered below: at the rate indicated in Section 2251.025 of the Texas Government Code. 12. Article 6.5 is amended to read as follows: Architectural Services not covered by this Agreement include, among others, revisions due to changes in the scope, quality or budget after the same have been reviewed and accepted by the Owner. The Architect shall be paid additional fees for these services based on the Architect's hourly rates specified in Section 6.1 hereof. Payments shall be due in accordance with Section 6.4. Prior to performing any additional services, the Architect must obtain the Owner's written approval in order to be compensated for such services. Should the Architect fail to do so, the Owner shall not be liable for payment of the Additional Services. 13. Article 7 is amended to read as follows: § 7.1 ARCHITECT AGREES TO AND SHALL INDEMNIFY AND HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES (HEREINAFTER REFERRED TO AS THE "CITY") FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY HIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY, OR FOR ANY BREACH OF CONTRACT, ARISING OUT OF, OR IN CONNECTION WITH THE WORK DONE BY ARCHITECT UNDER THIS CONTRACT CAUSED BY THE SOLE OR JOINT NEGLIGENCE OF ARCHITECT. IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH ARCHITECT AND THE CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS Architect's Initials Owner's Initials 5 INDEMNITY BY ARCHITECT TO INDEMNIFY AND PROTECT THE CITY FROM THE CONSEQUENCES OF ARCHITECT'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS THE SOLE OR A CONCURRING CAUSE OF THE RESULTING INJURY, DEATH OR DAMAGE. SUCH INDEMNITY SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS THAT IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF THE CITY. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE CITY FROM WHICH THE CITY IS INDEMNIFIED, ARCHITECT FURTHER AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE CITY. THE INDEMNITY PROVIDED FOR IN THIS SECTION 7.1 SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT. By this Agreement, the Owner does not consent to litigation or suit, and the Owner hereby expressly revokes any consent to litigation that it may have granted by the terms of this Contract or any other contract or agreement, any charter, or applicable state law. Nothing herein shall be construed so as to limit or waive Owner's sovereign immunity. Architect assumes full responsibility for its work performed hereunder and hereby releases, relinquishes and discharges Owner, its officers, agents, and employees from all claims, demands, and causes of action of every kind and character for any injury to or death of any person and/or any loss of or damage to any property that is caused by or alleged to be caused by, arising out of, or in connection with Architect's work to be performed hereunder. This release shall apply with respect to Architect's work regardless of whether said claims, demands, and causes of action are covered in whole or in part by insurance. The protections afforded to the Owner in this section 7.1 shall Architect's Initials Owner's Initials 6 control and supersede any apportionment of liability or release of liability contained elsewhere in the Contract Documents. §7.2. Throughout the term of this Agreement, the Architect at its own expense shall purchase, maintain and keep in force and effect insurance against claims for injuries to or death of persons or damages to property which may arise out of or result from the Architect's operations and/or performance of the work under this Agreement, whether such operations and/or performance be by the Architect, its agents, representatives, volunteers, employees or subcontractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. The Architect's insurance coverage shall be primary insurance with respect to the Owner, its officers, agents and employees. Any insurance or self-insurance maintained by the Owner, its officials, agents and employees shall be considered in excess of the Architect's insurance and shall not contribute to it. Further, the Architect shall include all subcontractors as additional insureds under its commercial general liability policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein. The following is a list of standard insurance policies along with their respective minimum coverage amounts required in this contract: Commercial General Liability(CGL) General Aggregate: $1,000,000 Products& Completed Operations: $1,000,000 Personal &Advertising Injury: $1,000,000 Per Occurrence: $500,000 a. Coverage shall be at least as broad as ISO CG 00 01 10 93 b. No coverage shall be excluded from standard policy without notification of individual exclusions being attached for review and acceptance. Business Automobile Policy(BAP) Combined Single Limits: $1,000,000 a. Coverage for"Any Auto." Workers' Compensation Insurance Statutory Limits Employer's Liability: $500,000 Waiver of Subrogation required Architect's Initials Owner's Initials 7 Errors &Omissions (E&O) General Aggregate: $1,000,000 Per Project: $500,000 a. For all engineers, and/or design companies. b. Claims-made form is acceptable. Upon execution of this contract, Architect shall file with the Owner valid Certificates of Insurance and endorsements acceptable to the Owner. Such Certificates shall contain a provision that coverage afforded under the policies will not be canceled, suspended, voided, or reduced until at least thirty (30) days' prior written notice has been given to the Owner via certified mail, return receipt requested. The Architect shall also file with the Owner valid Certificates of Insurance covering all subcontractors. The following are general requirements applicable to all policies: a. AM Best Rating of B+:VII or better for all liability policies. b. Insurance carriers licensed and admitted to do business in State of Texas will be accepted. c. Liability policies will be on occurrence form. E & O can be on claims-made form. d. Owner, its officials and employees are to be added as Additional Insured to the commercial general liability and business automobile policies. e. Upon request of and without cost to Owner, certified copies of all insurance policies and/or certificates of insurance shall be furnished to Owner's representative. Certificates of insurance showing evidence of insurance coverage shall be provided to Owner's representative prior to execution of this agreement. f. Upon request of and without cost to Owner, loss runs (claims listing) of any and/or all insurance coverage shall be furnished to Owner's representative. R:\Karen\Files\Engineering\Architect Agreements\Tackett Lodholtz\Fire Station No.3 Expansion\SupplementalConditions2AlARevised042005.doc Architect's Initials Owner's Initials 8