Ordinance No. 10,952ORDINANCE NO. 10,952
AN ORDINANCE OFTI-11"CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING A PROFESSIONAL SERVICES AGREEM[",NT WITH BROWN
REYNOLDS WATFOf-U) ARCH[TECTS, INC., FOR ARCHITECTURAL SERVICES
RELATED TO 'II -IE DESIGN ON THE I"ARE STATION NO, 6 PROJECT;
AUTHORIZING FUNDS IN A 1.,+C TAL AMOUNT NOT TO EXCEED TWO
HUNDRED TWENTY-EIGHT TI-IOUSAND FIVE HUNDRED AND NO/100
DOLLARS ($228,500.00); MAKING OTHER PROVISIONS RELATED THERETO;
AND PROVIDING FOR TI -1I EFFECTIVE DATE,"ITIEREOF.
** * ** **** ** **** ***** *4,** **** * ** *** **** ** ****** * * ** * * ** * **** *** * * ** ** ** *** ** ** **** ** **
BE IT ORDAINED BY 'n iE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: That (lie City Council of the City of Baytown, `Texas, hereby authorizes the City
Manager to execute and the City Clerk to attest to it Professional Services Agreement with Brown
Reynolds Watford Architects, Inc,., for architectural services related to the design on the Fire Station No.6
Project. 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 COL1116 I of the City of Baytown authorizes Funds payable to Brown
Reynolds Watford Architects, Inc., in an amount not: to exceed TWO HUNDRED TWENTY-EIGHT
THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($228,500.00) for professional services in
accordance with the agreement approved in Section I hereof.
Section 3: That the City Manager is licreby granted general authority to approve a decrease
or an increase in costs by TWENTY-FIVE THOU SAN 1) AND NO/100 DOLLARS ($25,000.00) or less,
provided that the amount authorized in Section 2 hereof may not be increased by more than twenty-five
percent (25%).
Section 4: This ordinance shall take eft'ect 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 C 01.11161 Of tile City Of
Baytown this the 28"' day of August, 2008. " r
A
KAYI NE DARNELL, City C
APPROVED AS TO FORM:
erifACCR, AMIREZ, SR., Cit - torney
PI EN 11 DONCARLOS,
Vwobsry I \1cgahKarLm\FdCS\CiLy Coiiiicil\Orclij)�ijices'12008\Aiigtist 28\1WAAgivoiiieiit,lFireStiitioiiNo6.cit)c
Exhibit "A"
STANDARD FORM OF AGREEMENT
BETWEEN OWNER AND ARCHITECT
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT effective as of the day of August, 2008 ("Effective Date").
Between
The City of Baytown ("OWNER")
and
Brown Reynolds Watford Architects, Inc. ("ARCHITECT").
OWNER intends to engage ARCHITECT to perform architectural services related to the design of Fire Station
No. 6 (the "Project"). Such services shall include, but not be limited to, services pertaining to the following
disciplines:
➢ Architectural
➢ Site Design, including grading, drainage, paving and on-site utilities
➢ Structural Engineering
➢ Mechanical, Electrical and Plumbing Engineering, including fire sprinkler system, and public address
system performance specification
➢ Landscape Architecture, including irrigation system
➢ Cost Estimating
➢ Acoustical and Lighting Design
➢ Submission for Governmental Permits, including coordination of Texas Accessibility Standards Site
Inspection
➢ Preparation and assistance with Bid Package
OWNER and ARCHITECT in consideration of their mutual covenants as set forth herein agree as follows;
Standard Form of Agreement
Between Owner and Architect for Professional Services
Page 1 of 12
TABLE OF CONTENTS Page
ARCHITECT
3
ARTICLE1 - SERVICES OF .................... .................................................................................................
1.01 Scope................................................................................................
3
ARTICLE 2 - OWNER'S RESPONSIBILITIES........................................................................................
3
2.01 General..............................................................................................................................................................
3
ARTICLE 3 - TIMES FOR RENDERING SERVICES......................................................................................................
3
3
3.01 General...........................................................................................................
3.02 Suspension .....................................................................................................................................................
3
TO ARCHITECT
3
ARTICLE4 - PAYMENTS ...................................................................................................................
4.01 Methods of Payment for Services and Reimbursable Expenses of Architect
.................................................. 3
4.02 Other Provisions Concerning Payments..............................................................................,............................
3
ARTICLE5 - OPINIONS OF COST...................................................................................................................................
4
5.01 Opinions of Probable Construction Cost.........................................................................................................4
5.02 Designing to Construction Cost Limit.............................................................................................................4
5.03 Opinions of Total Project Costs.......................................................................................................................
4
ARTICLE6 - GENERAL CONSIDERATIONS................................................................................................................
4
6.01 Standards of Performance.................................................................................................................................
4
6.02 Authorized Project Representatives..................................................................................................................
5
6.03 Design without Construction Phase Services...................................................................................................5
6.04 Use of Documents.............................................................................................................................................
5
6
6.05 Insurance............................................................................................................................................................
6
6.06 Termination...................................................................................................................,....................*..............
7
6.07 Controlling Law................................................................................................................................................
6.08 Successors, Assigns, and Beneficiaries............................................................................................................7
6.09 Dispute Resolution............................................................................................................................................
7
6.10 Hazardous Environmental Condition...............................................................................................................7
6.11 Allocation of Risks............................................................................................................................................8
6.12 Notices...............................................................................................................................................................
8
6.13 Survival..............................................................................................................................................................
8
6.14 Severability ........................................................................................................................................................
8
6.15 Waiver...............................................................................................................................................................8
6.16 Headings............................................................................................................................................................ 8
ARTICLE7 DEFINITIONS .................... ........................... I ....................... ......................................................................
8
7.01 Defined Terms..................................................................................................................................................
8
ARTICLE 8 - EXHIBITS AND SPECIAL PROVISIONS...............................................................................................
11
8.01 Exhibits Included.............................................................................................................................................
11
8.02 Total Agreement..............................................................................................................................................
11
Standard Form of Agreement
Between Owner and Architect for Professional Services
Page 2 of 12
ARTICLE 1 - SERVICES OF ARCHITECT
1.01 Scope
A. ARCHITECT shall provide the Basic and
Additional Services set forth herein and in Exhibit A.
B. Upon this Agreement becoming effective,
ARCHITECT is authorized to begin Basic Services as set
forth in Exhibit A.
C. (Not Used).
ARTICLE 2 - OWNER'S RESPONSIBILITIES
2.01 General
A. OWNER shall have the responsibilities set forth
herein and in Exhibit B.
ARTICLE 3 - TIMES FOR RENDERING SERVICES
3.01 General
A. (Modified) ARCHITECT's services and
compensation under this Agreement have been agreed to for
the design of the Project. ARCHITECT's obligation to
render services hereunder will be for whatever period
necessary for the final completion of said services.
B. (Not Used).
C. (Modified) For purposes of this Agreement the tern
"day" means a calendar day of 24 hours.
3.02 Suspension
A. (Modified) if OWNER fails within a reasonable
period of time to give written authorization to proceed with
any phase of services after completion of the immediately
preceding phase, or if OWNER delays ARCHITECT's
services, ARCHITECT may, after giving seven days written
notice to OWNER, suspend services under this Agreement. if
during such seven-day period, OWNER gives written
authorization to proceed or ARCHITECT'S services are no
longer delayed by OWNER, ARCHITECT may not suspend
services under this Agreement.
B. (Modified) If ARCHITECT suspends services ,
ARCHITECT may be entitled to equitable adjustment of rates
and amounts of compensation provided for elsewhere in this
Agreement to reflect, reasonable costs incurred by
ARCHITECT in connection with such suspension and
reactivation and the fact that the time for performance under
this Agreement has been revised.
ARTICLE 4 - PAYMENTS TO ARCHITECT
4.01 Methods of Payment for Services and
Reimbursable Expenses of ARCHITECT
A. For Basic Services. OWNER shall pay
ARCHITECT for Basic Services performed or furnished
under Exhibit A, Part 1, as set forth in Exhibit C.
B. For Additional Services. OWNER shall pay
ARCHITECT for Additional Services performed or furnished
under Exhibit A, Part 2, as set forth in Exhibit C.
C. (Modified) For Reimbursable Expenses. In
addition to payments provided for in paragraphs 4.01.A and
4.013, OWNER shall pay ARCHITECT for Reimbursable
Expenses incurred by ARCHITECT and ARCHITECT's
Consultants as set forth in Exhibit C. However, all expenses
associated with meals and lodging must be approved in
writing by OWNER prior to ARCHITECT incurring any
expense associated therewith; otherwise, the parties hereto
agree and understand that OWNER shall not be liable and
ARCHITECT shall not make a claim against OWNER for
any such expenses.
4.02 Other Provisions Concerning Payments
A. Preparation of Invoices. Invoices will be prepared
in accordance with ARCHITECT's standard invoicing
practices and will be submitted to OWNER by ARCHITECT,
unless otherwise agreed. ARCHITECT shall supply detailed
back-up information along with each invoice in order for the
OWNER to effectively evaluate the fees and charges. The
amount billed in each invoice will be calculated as set forth in
Exhibit C.
B. (Modified) Payment of Invoices. Invoices are due
and payable within 30 days after the receipt of the invoice and
the necessary backup information. If OWNER fails to make
any payment due ARCHITECT for services and expenses
within 30 days after receipt of ARCHITECT's invoice and
backup documentation therefor, the delinquent amount shall
accrue interest at the rate specified in section 2251.025 of the
Texas Government Code. ARCHITECT may after giving
seven days written notice to OWNER suspend services under
this Agreement until ARCHITECT has been paid in full all
amounts due for services, expenses, and other related charges.
However, it is expressly understood and agreed that
ARCHITECT will not charge any interest or penalty as set
Standard Form of Agreement
Between Owner and Architect for Professional Services
Page 3 of 12
forth herein on any portion of an invoice that is disputed and
withheld in accordance with paragraph 3.02.0 and that
ARCHITECT will not suspend services under the agreement
on account of a disputed invoice or on account of monies
withheld. All payments will be credited first to principal and
then to interest.
C. Disputed Invoices. In the event of a disputed or
contested invoice, only that portion so contested may be
withheld from payment, and the undisputed portion will be
paid.
D. Payments Upon Termination.
In the event of any termination under section 6.06,
ARCHITECT will be entitled to invoice OWNER and will
be paid in accordance with Exhibit C for all services
performed or furnished and all Reimbursable Expenses
incurred through the effective date of termination.
2. (Not Used)
E. (Modified) Records of ARCHITECT's Costs.
Records of ARCHITECT's costs pertinent to ARCHITECT's
compensation under this Agreement shall be kept in
accordance with generally accepted accounting practices.
Copies of such records will be made available to OWNER
upon request at no cost to OWNER.
F. Legislative Actions. In the event of legislative
actions after the Effective Date of the Agreement by any level
of government that impose taxes, fees, or costs on
ARCHITECT's services or other costs in connection with this
Project or compensation therefor, such new taxes, fees, or
costs shall be invoiced to and paid by OWNER as a
Reimbursable Expense to which a Factor of 1.0 shall be
applied. Should such taxes, fees, or costs be imposed, they
shall be in addition to ARCHITECT's estimated total
compensation.
ARTICLE 5 - OPINIONS OF COST
5.01 Opinions of Probable Construction Cost
A. ARCHITECT's opinions of probable Construction
Cost provided for herein are to be made on the basis of
ARCHITECT's experience and qualifications and represent
ARCHITECT's best judgment as an experienced and
qualified professional generally familiar with the industry.
However, since ARCHITECT has no control over the cost of
labor, materials, equipment, or services furnished by others,
or over the Contractor's methods of determining prices, or
over competitive bidding or market conditions, ARCHITECT
cannot and does not guarantee that proposals, bids, or actual
Construction Cost will not vary from opinions of probable
Construction Cost prepared by ARCHITECT. If OWNER
wishes greater assurance as to probable Construction Cost,
OWNER shall employ an independent cost estimator as
provided in Exhibit B.
5.02 (Not Used)
5.03 Opinions of Total Project Costs
A. ARCHITECT assumes no responsibility for the
accuracy of opinions of Total Project Costs.
ARTICLE 6 - GENERAL CONSIDERATIONS
6.01 Standards of Performance
A. (Modified) The standard of care for all architectural
and related services performed or furnished by ARCHITECT
under this Agreement will be the care and skill ordinarily
used by members of ARCHITECT's profession practicing
under similar circumstances at the same time and in the same
locality.
B, (Modified) ARCHITECT shall be responsible for
the technical accuracy of its services and documents resulting
therefrom, and OWNER shall not be responsible for
discovering deficiencies therein. ARCHITECT shall correct
such deficiencies without additional compensation except to
the extent such action is directly attributable to deficiencies in
OWNER -f imished information upon which ARCHITECT is
authorized to rely as provided in Section 6.0I I.E.
C. ARCHITECT shall perform or furnish professional
architectural and related services in all phases of the Project to
which this Agreement applies. ARCHITECT shall serve as
OWNER's prime professional for the Project. ARCHITECT
may employ such ARCHITECT's Consultants as
ARCHITECT deems necessary to assist in the performance or
furnishing of the services. ARCHITECT shall not be
required to employ any ARCHITECT's Consultant
unacceptable to ARCHITECT.
D. ARCHITECT and OWNER shall comply with
applicable Laws or Regulations and OWNER -mandated
standards. This Agreement is based on these requirements as
of its Effective Date. Changes to these requirements after the
Effective Date of this Agreement may be the basis for
modifications to OWNER's responsibilities or to
ARCHITECT's scope of services, times of performance, or
compensation.
Standard Form of Agreement
Between Owner and Architect for Professional Services
Page 4 of 12
E. (Modified) OWNER shall be responsible for, and
ARCHITECT may rely upon, the accuracy and completeness
of all requirements, programs, instructions, reports, data, and
other information furnished by OWNER to ARCHITECT
pursuant to this Agreement, unless expressly stated or
communicated otherwise by OWNER. ARCHITECT may
use such requirements, reports, data, and information in
performing or furnishing services under this Agreement.
F. OWNER shall make decisions and cavy out its other
responsibilities in a timely manner and shall bear all costs
incident thereto so as not to delay the services of
ARCHITECT.
G. Prior to the commencement of the Construction
Phase, OWNER shall notify ARCHITECT of any variations
from the language indicated in Exhibit E, "Notice of
Acceptability of Work," or of any other notice or certification
that ARCHITECT will be requested to provide to OWNER or
third parties in connection with the Project. OWNER and
ARCHITECT shall reach agreement on the terms of any such
requested notice or certification, and OWNER shall authorize
such Additional Services as are necessary to enable
ARCHITECT to provide the notices or certifications
requested.
H. (Modified) ARCHITECT shall not be required to
sign any documents, no matter by whom requested, that
would result in ARCHITECT's having to certify, guarantee or
warrant the existence of conditions whose existence
ARCHITECT cannot ascertain; provided, that ARCHITECT
has exercised due diligence and was not otherwise required to
certify, guarantee or warrant the existence of such conditions.
1. During the Construction Phase, ARCHITECT shall
not supervise, direct, or have control over Contractor's work,
nor shall ARCHITECT have authority over or responsibility
for the means, methods, techniques, sequences, or procedures
of construction selected by Contractor, for safety precautions
and programs incident to the Contractor's work in progress,
nor for any failure of Contractor to comply with Laws and
Regulations applicable to Contractor's furnishing and
performing the Work.
J. (Modified) ARCHITECT neither guarantees the
performance of any Contractor nor assumes responsibility for
any Contractor's failure to furnish and perform the Work in
accordance with the Contract Documents. However, nothing
contained in this paragraph shall be construed so as to absolve
ARCHITECT from liability for any such failure about which
ARCHITECT knew or should have known existed in the
exercise of ARCHITECT's services under this Agreement.
K. (Modified) ARCHITECT shall not be responsible for
the acts or omissions of any Contractor(s), subcontractor or
supplier, or of any of the Contractor's agents or employees or
any other persons (except ARCHITECT's own employees
and its consultants for which it is legally liable) at the Site or
otherwise furnishing or performing any of the Contractor's
work; or for any decision made on interpretations or
clarifications of the Contract Documents given by OWNER
without consultation and advice of ARCHITECT.
L. (Modified) The General Conditions for any
construction contract documents prepared hereunder are to be
the Standard Foran of Agreement between Owner and
Contractor and as approved by OWNER in writing.
6.02 Authorized Project Representatives
A. Contemporaneous with the execution of this
Agreement, ARCHITECT and OWNER shall designate
specific individuals to act as ARCHITECT's and OWNER's
representatives with respect to the services to be performed or
furnished by ARCHITECT and responsibilities of OWNER
under this Agreement. Such individuals shall have authority
to transmit instructions, receive information, and render
decisions relative to the Project on behalf of each respective
party.
6.03 (Not Used)
6.04 Use of Documents
A. (Modified) 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 from the OWNER and 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 interest, 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 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
Paragraph 6.04.A shall be for the benefit of the
ARCHITECT, its officers, and employees and sub -
consultants, as well as their successors and assigns.
B. (Modified) Copies of OWNER -furnished data that
may be relied upon by ARCHITECT are limited to the printed
Standard Form of Agreement
Between Owner and Architect for Professional Services
Page 5 of 12
copies that are delivered to ARCHITECT pursuant to Exhibit
B unless otherwise expressly stated or communicated by
OWNER. Files in electronic media format of text, data,
graphics, or of other types that are furnished by OWNER to
ARCHITECT are only for convenience of ARCHITECT.
Any conclusion or information obtained or derived from such
electronic files will be at the user's sole risk.
C. Copies of Documents that may be relied upon by
OWNER are limited to the printed copies (also known as hard
copies) that are signed or sealed by the ARCHITECT. Files
in electronic media format of text, data, graphics, or of other
types that are furnished by ARCHITECT to OWNER are
only for convenience of OWNER. Any conclusion or
information obtained or derived from such electronic files
will be at the user's sole risk.
D. Because data stored in electronic media format can
deteriorate or be modified inadvertently or otherwise without
authorization of the data's creator, the party receiving
electronic files agrees that it will perform acceptance tests or
procedures within 60 days, after which the receiving party
shall be deemed to have accepted the data thus transferred.
The party delivering the electronic files will correct any errors
detected within the 60 -day acceptance period. ARCHITECT
shall not be responsible to maintain documents stored in
electronic media format after acceptance by OWNER.
E. When transferring documents in electronic media
format, ARCHITECT makes no representations as to long-
term compatibility, usability, or readability of documents
resulting from the use of software application packages,
operating systems, or computer hardware differing from those
used by ARCHITECT at the beginning of this Project.
F. (Modified) Any use of the Documents on any
extension of the Project or on any other project shall be at
OWNER's sole risk and OWNER hereby releases
ARCHITECT from any liability associated solely with the
reuse of the Documents.
G. If there is a discrepancy between the electronic files
and the hard copies, the hard copies govern.
H. Any verification or adaptation of the Documents for
extensions of the Project or for any other project will entitle
ARCHITECT to further compensation at rates to be agreed
upon by OWNER and ARCHITECT.
6.05 Insurance
A. ARCHITECT shall procure and maintain insurance
as set forth in Exhibit G, "Insurance."
B. Not used.
C. Not used.
D. Not used.
E. Not used.
F. At any time, OWNER may request that
ARCHITECT, at OWNER's sole expense, provide additional
insurance coverage, increased limits, or revised deductibles
that are more protective than those specified in Exhibit G. If
so requested by OWNER, with the concurrence of
ARCHITECT, and if commercially available, ARCHITECT
shall obtain and shall require ARCHITECT's Consultants to
obtain such additional insurance coverage, different limits, or
revised deductibles for such periods of time as requested by
OWNER, and Exhibit G will be supplemented to incorporate
these requirements.
6.06 Termination
A. (Modified) The obligations hereunder may be
terminated:
1. For cause,
a. (Modified) By either parry upon 30 days
written notice in the event of failure by the other
party to perform in accordance with the terns hereof
through no fault of the terminating party; or
b. By ARCHITECT upon seven days written
notice if ARCHITECT is being requested by
OWNER to furnish or perform services contrary to
ARCHITECT's responsibility as a licensed
professional.
c. Notwithstanding the foregoing, this
Agreement will not terminate as a result of such
substantial failure if the party receiving such notice
begins, within seven days of receipt of such notice,
to correct its failure to perform and proceeds
diligently to cure such failure within no more than
30 days of receipt thereof; provided, however, that if
and to the extent such substantial failure cannot be
reasonably cured within such 30 day period, and if
such party has diligently attempted to cure the same
and thereafter continues diligently to cure the same
then the cure period provided for herein shall extend
up to, but in no case more than 60 days after the date
of receipt of the notice.
2. For convenience by OWNER effective upon the
receipt of notice by ARCHITECT.
Standard Form of Agreement
Between Owner and Architect for Professional Services
Page 6 of 12
B. Not used.
6.07 Controlling Law
A. This Agreement is to be governed by the law of the
state in which the Project is located.
6.08 Successors, Assigns, and Beneficiaries
A. OWNER and ARCHITECT each is hereby bound
and the partners, successors, executors, administrators and
legal representatives of OWNER and ARCHITECT (and to
the extent permitted by paragraph 6.08,13 the assigns of
OWNER and ARCHITECT) are hereby bound to the other
party to this Agreement and to the partners, successors,
executors, administrators and legal representatives (and said
assigns) of such other party, in respect of all covenants,
agreements and obligations of this Agreement.
B. Neither OWNER nor ARCHITECT may assign,
sublet, or transfer any rights under or interest (including, but
without limitation, moneys that are due or may become due)
in this Agreement without the written consent of the other,
except to the extent that any assignment, subletting, or
transfer is mandated or restricted by law. Unless specifically
stated to the contrary in any written consent to an assignment,
no assignment will release or discharge the assignor from any
duty or responsibility under this Agreement.
C. Unless expressly provided otherwise in this
Agreement:
1. Nothing in this Agreement shall be construed to
create, impose, or give rise to any duty owed by
OWNER or ARCHITECT to any Contractor,
Contractor's subcontractor, supplier, other individual or
entity, or to any surety for or employee of any of them.
2. All duties and responsibilities undertaken
pursuant to this Agreement will be for the sole and
exclusive benefit of OWNER and ARCHITECT and not
for the benefit of any other party. The OWNER agrees
that the substance of the provisions of this paragraph
6.08.0 shall appear in the Contract Documents.
6.09 Not Used.
6.10 Hazardous Environmental Condition
A. OWNER represents to Architect that to the best of
its knowledge a Hazardous Environmental Condition does not
exist.
B. (Modified) OWNER has disclosed to the best of
its knowledge and belief to ARCHITECT the existence of all
Asbestos, PCB's, Petroleum, Hazardous Waste, or
Radioactive Material located at or near the Site, including
type, quantity and location.
C. (Modified) If a Hazardous Environmental
Condition is encountered or alleged, ARCHITECT shall have
the obligation to notify OWNER on or before the next
business day of the same.
D. It is acknowledged by both parties that
ARCHITECT's scope of services does not include any
services related to a Hazardous Environmental Condition. In
the event ARCHITECT or any other party encounters a
Hazardous Environmental Condition, ARCHITECT may, at
its option and without liability for consequential or any other
damages, suspend performance of services on the portion of
the Project affected thereby until OWNER: (i) retains
appropriate specialist consultant(s) or contractor(s) to identify
and, as appropriate, abate, remediate, or remove the
Hazardous Environmental Condition; and (ii) warrants that
the Site is in full compliance with applicable Laws and
Regulations.
E. OWNER acknowledges that ARCHITECT is
performing professional services for OWNER and that
ARCHITECT is not and shall not be required to become an
"arranger," "operator," "generator," or "transporter" of
hazardous substances, as defined in the Comprehensive
Environmental Response, Compensation, and Liability Act of
1990 (CERCLA), which are or may be encountered at or near
the Site in connection with ARCHITECT's activities under
this Agreement.
F. If ARCHITECT's services under this Agreement
cannot be performed because of a Hazardous Environmental
Condition, the existence of the condition shall justify
ARCHITECT's terminating this Agreement for cause on 30
days notice.
6.11 Allocation of Risks
A. (Modified) Indemnification. See Exhibit K.
6.12 Notices
A. (Modified) Any notice required under this
Agreement will be in writing, addressed to the appropriate
party at its address on the signature page and given
personally, or by registered or certified mail postage prepaid,
or by a commercial courier service. Additionally, notices
may be given via facsimile or by electronic mail if such notice
is also given personally, or by registered or certified mail or
by a commercial courier service. All notices shall be effective
upon the date of receipt.
Standard Form of Agreement
Between Owner and Architect for Professional Services
Page 7 of 12
6.13 Survival
A. (Modified) All express representations,
indemnifications, and limitations of liability included in this
Agreement will survive its completion or termination for any
reason.
6.14 Severability
A. Any provision or part of the Agreement held to be
void or unenforceable under any Laws or Regulations shall be
deemed stricken, and all remaining provisions shall continue
to be valid and binding upon OWNER and ARCHITECT,
who agree that the Agreement shall be reformed to replace
such stricken provision or part thereof with a valid and
enforceable provision that comes as close as possible to
expressing the intention of the stricken provision.
6.15 Waiver
A. Non -enforcement of any provision by either party
shall not constitute a waiver of that provision, nor shall it
affect the enforceability of that provision or of the remainder
of this Agreement.
6.16 Headings
A. The headings used in this Agreement are for general
reference only and do not have special significance.
ARTICLE 7 - DEFINITIONS
7.01 Defined Terms
A. Wherever used in this Agreement (including the
Exhibits hereto) and printed with initial or all capital letters,
the terms listed below have the meanings indicated, which
are applicable to both the singular and plural thereof:
1. Addenda --Written or graphic instruments issued
prior to the opening of Bids which clarify, correct, or
change the Bidding Documents.
2. Additional Services --The services to be
performed for or furnished to OWNER by ARCHITECT
in accordance with Exhibit A, Part 2 of this Agreement.
3. Agreement --This "Standard Form of Agreement
between OWNER and ARCHITECT for Professional
Services," including those Exhibits listed in Article 8
hereof.
4. Application for Payment --The form acceptable
to ARCHITECT which is to be used by Contractor in
requesting progress or final payments for the completion
of its Work and which is to be accompanied by such
supporting documentation as is required by the Contract
Documents.
5. Asbestos --Any material that contains more than
one percent asbestos and is friable or is releasing asbestos
fibers into the air above current action levels established
by the United States Occupational Safety and Health
Administration.
6. Basic Services --The services to be performed
for or furnished to OWNER by ARCHITECT in
accordance with Exhibit A, Part 1, of this Agreement.
7. Bid --The offer or proposal of the bidder
submitted on the prescribed form setting forth the prices
for the Work to be performed.
8. Bidding Documents --The advertisement or
invitation to Bid, instructions to bidders, the Bid form
and attachments, the Bid bond, if any, the proposed
Contract Documents, and all Addenda, if any.
9. Change Order --A document recommended by
ARCHITECT, which is signed by Contractor and
OWNER to authorize an addition, deletion or revision in
the Work, or an adjustment in the Contract Price or the
Contract Times, issued on or after the Effective Date of
the Construction Agreement.
10. Construction Agreement --The written
instrument which is evidence of the agreement, contained
in the Contract Documents, between OWNER and
Contractor covering the Work.
11. Construction Contract --The entire and
integrated written agreement between the OWNER and
Contractor concerning the Work.
12. Construction Cost --The cost to OWNER of
those portions of the entire Project designed or specified
by ARCHITECT. Construction Cost does not include
costs of services of ARCHITECT or other design
professionals and consultants, cost of land, rights-of-way,
or compensation for damages to properties, or OWNER's
costs for legal, accounting, insurance counseling or
auditing services, or interest and financing charges
incurred in connection with the Project, or the cost of
other services to be provided by others to OWNER
pursuant to Exhibit B of this Agreement. Construction
Cost is one of the items comprising Total Project Costs.
Standard Form of Agreement
Between Owner and Architect for Professional Services
Page 8 of 12
13. (Modified) Contract Documents --Documents
that establish the rights and obligations of the parties
engaged in construction and include the Construction
Agreement between OWNER and Contractor and all
documents referenced therein, Addenda (which pertain to
the Contract Documents), Contractor's Bid (including
documentation accompanying the Bid and any post -Bid
documentation submitted prior to the notice of award)
when attached as an exhibit to the Construction
Agreement, the notice to proceed, the bonds, appropriate
certifications, insurance documents the General
Conditions, the Supplementary Conditions, the
Specifications and the Drawings as the same are more
specifically identified in the Construction Agreement,
together with all Written Amendments, Change Orders,
Work Change Directives, Field Orders, and
ARCHITECT's written interpretations and clarifications
issued on or after the Effective Date of the Construction
Agreement. Approved Shop Drawings and the reports
and drawings of subsurface and physical conditions are
not Contract Documents.
14. Contract Price --The moneys payable by
OWNER to Contractor for completion of the Work in
accordance with the Contract Documents and as stated in
the Construction Agreement.
15, Contract Times --The numbers of days or the
dates stated in the Construction Agreement to:
(i) achieve Final Completion, and (ii) complete the Work
so that it is ready for final payment as evidenced by
ARCHITECT's written recommendation of final
payment.
16. Contractor --An individual or entity with whom
OWNER enters into a Construction Agreement.
17. Correction Period --The time after Final
Completion during which Contractor must correct, at no
cost to OWNER, any Defective Work, normally one year
after the date of Final Completion or such longer period
of time as may be prescribed by Laws or Regulations or
by the terms of any applicable special guarantee or
specific provision of the Contract Documents,
18. Defective --An adjective which, when modifying
the word Work, refers to Work that is unsatisfactory,
faulty, or deficient, in that it does not conform to the
Contract Documents, or does not meet the requirements
of any inspection, reference standard, test, or approval
referred to in the Contract Documents, or has been
damaged prior to ARCHITECT's recommendation of
final payment.
19. Documents --Data, reports, Drawings,
Specifications, Record Drawings, and other deliverables,
whether in printed or electronic media format, provided
or furnished in appropriate phases by ARCHITECT to
OWNER pursuant to this Agreement.
20. Drawings --That part of the Contract Documents
prepared or approved by ARCHITECT which
graphically shows the scope, extent, and character of the
Work to be performed by Contractor. Shop Drawings
are not Drawings as so defined.
21. Effective Date of the Construction Agreement --
The date indicated in the Construction Agreement on
which it becomes effective, but if no such date is
indicated, it means the date on which the Construction
Agreement is signed and delivered by the last of the two
parties to sign and deliver.
22. Effective Date of the Agreement --The date
indicated in this Agreement on which it becomes
effective, but if no such date is indicated, it means the
date on which the Agreement is signed and delivered by
the last of the two parties to sign and deliver.
23. ARCHITECT's Consultants --Individuals or
entities having a contract with ARCHITECT to furnish
services with respect to this Project as ARCHITECT's
independent professional associates, consultants,
subcontractors, or vendors. The term ARCHITECT
includes ARCHITECT's Consultants.
24. Field Order --A written order issued by
ARCHITECT which directs minor changes in the Work
but which does not involve a change in the Contract
Price or the Contract Times.
25. Final Completion shall mean that all work has
been completed, all final punch list items have been
inspected and satisfactorily completed, all payments to
subcontractors have been made, all documentation and
warranties have been submitted, all closeout documents
have been executed and approved by the OWNER, and
the Project has been finally accepted by the OWNER.
26. General Conditions -That part of the Contract
Documents which sets forth terms, conditions, and
procedures that govern the Work to be performed or
furnished by Contractor with respect to the Project.
27. Hazardous Environmental Condition --The
presence at the Site of Asbestos, PCB's, Petroleum,
Hazardous Waste, or Radioactive Materials in such
quantities or circumstances that may present a substantial
danger to persons or property exposed thereto in
connection with the Work.
Standard Form of Agreement
Between Owner and Architect for Professional Services
Page 9 of 12
28. Hazardous IVaste--The term Hazardous Waste
shall have the meaning provided in Section 1004 of the
Solid Waste Disposal Act (42 USC Section 6903) as
amended from time to time.
29. Laws and Regulations; Lmvs or Regulations --
Any and all applicable laws, rules, regulations,
ordinances, codes, standards, and orders of any and all
governmental bodies, agencies, authorities, and courts
having jurisdiction.
30. PCB's --Polychlorinated biphenyls.
31. Petroleum --Petroleum, including crude oil or
any fraction thereof which is liquid at standard conditions
of temperature and pressure (60 degrees Fahrenheit and
14.7 pounds per square inch absolute), such as oil,
petroleum, fuel oil, oil sludge, oil refuse, gasoline,
kerosene, and oil mixed with other non -Hazardous Waste
and crude oils.
32. Radioactive ,Vaterials--Source, special nuclear,
or byproduct material as defined by the Atomic Energy
Act of 1954 (42 USC Section 2011 et seq.) as amended
from time to time.
33. Record Drawings --The Drawings as issued for
construction on which the ARCHITECT, upon
completion of the Work, has shown changes due to
Addenda or Change Orders and other information which
ARCHITECT considers significant based on record
documents furnished by Contractor to ARCHITECT and
which were annotated by Contractor to show changes
made during construction.
34. Reimbursable Expenses --The expenses incurred
directly by ARCHITECT in connection with the
performing or furnishing of Basic and Additional
Services for the Project for which OWNER shall pay
ARCHITECT as indicated in Exhibit C.
35. Resident Project Representative --The
authorized representative of ARCHITECT, if any,
assigned to assist ARCHITECT at the Site during the
Construction Phase. The Resident Project Representative
will be ARCHITECT's agent or employee and under
ARCHITECT's supervision. As used herein, the term
Resident Project Representative includes any assistants
of Resident Project Representative agreed to by
OWNER. The duties and responsibilities of the Resident
Project Representative are as set forth in Exhibit D.
36. Samples --Physical examples of materials,
equipment, or workmanship that are representative of
some portion of the Work and which establish the
standards by which such portion of the Work will be
judged.
37. Shop Drawings --All drawings, diagrams,
illustrations, schedules, and other data or information
which are specifically prepared or assembled by or for
Contractor and submitted by Contractor to ARCHITECT
to illustrate some portion of the Work.
38. Site --Lands or areas indicated in the Contract
Documents as being furnished by OWNER upon which
the Work is to be performed, rights-of-way and
easements for access thereto, and such other lands
furnished by OWNER which are designated for use of
Contractor.
39. Specifications --That part of the Contract
Documents consisting of written technical descriptions of
materials, equipment, systems, standards, and
workmanship as applied to the Work and certain
administrative details applicable thereto.
40. Substantial Completion --The time at which the
Work (or a specified part thereof) has progressed to the point
where, in the opinion of ARCHITECT, the Work (or a
specified part thereof) is sufficiently complete, in accordance
with the Contract Documents, so that the Work (or a specified
part thereof) can be utilized for the purposes for which it is
intended. The terms "substantially complete" and
"substantially completed" as applied to all or part of the Work
refer to Substantial Completion thereof.
41. Supplementary Conditions --That part of the Contract
Documents which amends or supplements the General
Conditions.
42. (Modified) Total Project Costs --The sum of the
Construction Cost, allowances for contingencies, the total
costs of services of ARCHITECT or other design
professionals and consultants, cost of land, rights-of-way,
compensation for damages to properties, OWNER's costs for
legal, accounting, insurance counseling or auditing services,
interest and financing charges incurred in connection with the
Project, and the cost of other services to be provided by others
to OWNER pursuant to Exhibit B of this Agreement.
43. Work --The entire completed construction or the
various separately identifiable parts thereof required to be
provided under the Contract Documents with respect to this
Project. Work includes and is the result of performing or
furnishing labor, services, and documentation necessary to
produce such construction and furnishing, installing, and
incorporating all materials and all equipment into such
construction, all as required by the Contract Documents.
Standard Form of Agreement
Between Owner and Architect for Professional Services
Page 10 of 12
44. Work Change Directive --A written directive to
Contractor issued on or after the Effective Date of the
Construction Agreement and signed by OWNER upon
recommendation of the ARCHITECT, ordering an addition,
deletion, or revision in the Work, or responding to differing
or unforeseen subsurface or physical conditions under which
the Work is to be performed or to emergencies. A Work
Change Directive will not change the Contract Price or the
Contract Times but is evidence that the parties expect that the
change directed or documented by a Work Change Directive
will be incorporated in a subsequently issued Change Order
following negotiations by the parties as to its effect, if any, on
the Contract Price or Contract Times.
45. Written Amendment --A written amendment of the
Contract Documents signed by OWNER and Contractor on or
after the Effective Date of the Construction Agreement and
normally dealing with the non -architectural or non-technical
rather than strictly construction -related aspects of the Contract
Documents.
ARTICLE 8 - EXHIBITS AND SPECIAL
PROVISIONS
8.01 Exhibits Included
A. Exhibit A, "ARCHITECT's Services," consisting of
nine (9) pages.
B. Exhibit B, "OWNER's Responsibilities," consisting
of two (2) pages.
C. Exhibit C, "Payments to Architect for Services and
Reimbursable Expenses," consisting of two (2) pages.
D. Exhibit D, "Duties, Responsibilities and Limitations
of Authority of Resident Project Representative," is not used.
E. Exhibit E, "Notice of Acceptability of Work,"
consisting of two (2) pages.
F. Exhibit F, "Construction Cost Limit," is not used.
G. Exhibit G, "Insurance," consisting of two (2) pages.
H. Exhibit H, "Dispute Resolution," is not used.
I. Exhibit I, "Allocation of Risks," is not used.
J. Exhibit J, "Special Provisions" is not used.
K. (Added) Exhibit K, "Indemnification" consisting of
two (2) pages.
8.02 Total Agreement
A. This Agreement (consisting of pages I to 12
inclusive, together with the Exhibits identified above)
constitutes the entire agreement between OWNER and
ARCHITECT and supersedes all prior written or oral
understandings. This Agreement may only be amended,
supplemented, modified, or canceled by a duly executed
written instrument. This Agreement along with the exhibits
shall be read and construed as the same Agreement.
Standard Form of Agreement
Between Owner and Architect for Professional Services
Page I l of 12
IN WITNESS WHMOF, the Parties hereto have
executed this Agreevmi% the Efeeba Date of which is
Indicated on page 1.
OWNER CM OF BAYTOWN
GARRISON C. BRUiM1BACK
Mo: city Maaager
Date Sisaed:
Address for givatg notices:
P.O. BOX 424
RAYTOWN,'TEXAS 77422.0424
Designated Representative (Mragraph 6.02A):
RICHARD E. CARTER. P.E.
Title: Director of Engineering
Phone Number. (281) 4207154
Facsimt7eNumber. (281)420.6586
E- M rM Address: diclt.cartu@baytown.otg
ARCIMCT: BROWN REYNOLDS
WATFORD ARCHITECTS,
INC. %7.
Address for giving notices:
3535 TRAVIS STREET. SUITE 250
DALLAS, TEXAS 75204
Desiguated Representative (paragrg0 6.02.A):
kk
MTRIFT
Standard Forth of Agreement
Between Owner and Architect for Professional Services
Page 12 of 12
This is EXHIBIT A, consisting of 8 pages, referred to in and
part of the Agreement between OWNER and ARCHITECT
for Professional Services dated
Initial:
OWNER
ARCHITECT
ARCHITECT's Services
Article 1 of the Agreement is amended and supplemented to include the following agreement of the parties.
ARCHITECT shall provide Basic and Additional Services as set forth below.
PART I -- BASIC SERVICES (Modified)
A 1.01 Schematic DesigmProgramming Phase
A. ARCHITECT shall:
Consult with OWNER to define and clarify OWNER's requirements for the Project and available data
2. Advise OWNER as to the necessity of OWNER's providing data or services of the types described in
Exhibit B which are not part of ARCHITECT's Basic Services, and assist OWNER in obtaining such
data and services.
3. Consult with OWNER's consultants to coordinate the scope of the Project.
4. (Modified) Identify, consult with, and analyze requirements of governmental authorities having
jurisdiction to approve the portions of the Project designed or specified by ARCHITECT, including
but not limited to, requirement of the Texas Accessibility Standards of the Architectural Barriers Act.
5. Identify and evaluate potential solutions available to OWNER; and, after consultations with OWNER,
recommend to OWNER those solutions which in ARCHITECT's judgment meet OWNER's
requirements for the Project.
6. (Modified) Attend four (4) working design meetings with OWNER and OWNER'S consultants,
designated boards commissions, and/or city council to receive input into OWNER'S requirements for
the Project and evaluate potential solutions available to OWNER.
7. (Modified) Prepare a preliminary report (the "Report") which will, as appropriate, contain schematic
layouts illustrating the scale and relationship of the components, sketches, schedule of events,
preliminary site plans, building plans, sections and elevations, and conceptual design criteria with
appropriate exhibits to indicate the agreed -to requirements, considerations involved, and those
alternate solutions available to OWNER which ARCHITECT recommends. Preliminary selections of
major building systems and construction materials shall be noted on the drawings or otherwise
described in writing in the Report. This Report will be accompanied by ARCHITECT's opinion of
Total Project Costs for each solution which is so recommended for the Project with each component
separately itemized, including the following, which will be separately itemized: opinion of probable
Construction Cost, allowances for contingencies and for the estimated total costs of design,
professional, and related services provided by ARCHITECT and, on the basis of information furnished
by OWNER, allowances for other items and services included within the definition of Total Project
Costs.
8. Furnish three (3) review copies of the Report to OWNER within fifty (50) days of authorization to
begin services and review it with OWNER.
Page 1 of 8 pages
(Exhibit A — Architect's Services)
9. Revise the Report in response to OWNER's and other parties' comments, as appropriate, and furnish
five (5) final copies of the revised Report to the OWNER within ten (10) days after completion of
reviewing it with OWNER.
B. (Modified) ARCHITECT's services under the Schematic Design/Programming Phase will be considered
complete on the date when the final copies of the revised Report have been delivered to and accepted by
OWNER.
A 1.02 Design Developmen! Phase
A. After acceptance by OWNER of the Schematic Design/Programming Phase documents and revised opinion of
probable Construction Cost as determined in the Schematic Design/Programming Phase, but subject to any
OWNER -directed modifications or changes in the scope, extent, character, or design requirements of or for
the Project, and upon written authorization from OWNER, ARCHITECT shall:
(Modified) On the basis of the above acceptance, direction, and authorization, prepare final Drawings
indicating the scope, relationships, fortes size and appearance of the Project by means of plans, sections
and elevations, construction details and specifications together with the extent and character of the Work
to be performed and furnished by Contractor, including the quality levels for major materials and Project
systems. Specifications will be prepared, where appropriate, in conformance with the 33 -division format
of the Construction Specifications Institute or other format agreed to in writing by OWNER and
ARCHITECT.
2. Advise OWNER of any adjustments to the Project schedule and the opinion of probable Construction
Cost and any adjustments to Total Project Costs known to ARCHITECT, itemized as provided in
paragraph A 1.01.A.7.
3. Make appropriate recommendations to the OWNER to adjust the Project size, quality or budget if at any
time the ARCHITECT's estimate of the probable Construction Cost or Total Project Costs exceed the
OWNER's budget.
4. Provide three full-size sets of documents for the OWNER's review and comment within forty (40) days
of authorization to begin services and review it with OWNER;
5. Revise the documents in response to OWNER's and other parties' comments, as appropriate, and
furnish five (5) final copies of the revised documents to the OWNER within ten (10) days after
completion of reviewing it with OWNER
B. (Modified) ARCHITECT's services under the Design Development Phase will be considered complete on
the date when the final copies of the revised documents have been delivered to and accepted by OWNER.
A1.025 Construction Document Phase
A. After acceptance by OWNER of the deliverables in the Design Development Phase and the revised opinion of
probable Construction Cost as determined in the Design Development Phase, but subject to any OWNER -
directed modifications or changes in the scope, extent, character, or design requirements of or for the Project,
and upon written authorization from OWNER, ARCHITECT shall:
1. Prepare and furnish three (3) copies of the Bidding Documents, which shall include Drawings and
Specifications that establish in detail the quality levels of materials and project systems required for
construction, for review and approval by OWNER, its legal counsel, and other advisors, as appropriate,
and assist OWNER in the preparation of other related documents.
2. Update the opinion of probable Construction Cost and project schedule at 50% completion and 95%
completion of Construction Documents
Page 2 of 8 pages
(Exhibit A — Architect's Services)
3. Submit 15 final copies of the Bidding Documents a►id a revised opinion of probable Construction Cost to
OWNER within seventy (70) days after authorization to proceed with this phase.
4. (Added) Prepare additional line items in the Bid Tabulations, assuming the project documentation,
including plans and specifications, were originally prepared to reflect these items, as reasonably requested
by OWNER, so long as this/these request(s) is made prior to the preparation of the final bid documents.
5. (Added) Provide technical criteria, written descriptions, and design data for OWNER's use in filing
applications for permits from or approvals of governmental authorities having jurisdiction to review or
approve the final design of the Project and assist OWNER in consultations with appropriate authorities.
B. (Modified) ARCHITECT's services under the Construction Document Phase will be considered complete on
the date when the submittals required by paragraphs A1.025.A.3, A1.025.A.4, and A1025.A.5 have been
delivered to and accepted by OWNER.
A 1.03 Bidding or Negotiating Phase
A. After acceptance by OWNER of the Bidding Documents and the most recent opinion of probable
Construction Cost as determined in the Construction Document Phase, and upon written authorization by
OWNER to proceed, ARCHITECT shall:
I. Assist OWNER in advertising for and obtaining bids or negotiating proposals for the Work and, where
applicable, provide 15 sets of plans and specifications.
2. Issue Addenda as appropriate to clarify, correct, or change the Bidding Documents.
3. Consult with OWNER as to the acceptability of subcontractors, suppliers, and other individuals and
entities proposed by Contractor for those portions of the Work as to which such acceptability is required
by the Bidding Documents.
4. (Modified) Attend the Mandatory Pre -Bid Conference and the Bid opening, prepare Bid tabulation sheets,
assemble contract documents, assist OWNER in both evaluating Bids or proposals and awarding
contracts for the Work.
5. (Added) Assist in connection with Bid protests, rebidding, or re -negotiating contracts for construction,
materials, equipment, or services.
B. (Modified) The Bidding or Negotiating Phase will be considered complete upon commencement of the
Construction Phase.
A 1.04 Construction Phase
A. Upon successful completion of the Bidding and Negotiating Phase, and upon written authorization from
OWNER, ARCHITECT shall:
1. General Administration of Construction Contract. Consult with OWNER and act as OWNER's
representative as provided in the General Conditions. The extent and limitations of the duties,
responsibilities and authority of ARCHITECT as assigned in said General Conditions shall not be
modified, except as ARCHITECT may otherwise agree in writing. All of OWNER's instructions to
Contractor will be issued through ARCHITECT, who shall have authority to act on behalf of
OWNER in dealings with Contractor to the extent provided in this Agreement and said General
Conditions except as otherwise provided in writing.
Page 3 of 8 pages
(Exhibit A — Architect's Services)
2. (Modified) Selecting Independent Testing Laboratory. Assist OWNER in the selection of an
independent testing laboratory to perform the services identified in paragraph B2.01.0, if any.
3. Pre -Construction Conference. Participate in a Pre -Construction Conference prior to commencement
of Work at the Site.
4. Baselines and Benchmarks. As appropriate, establish baselines and benchmarks for locating the Work
which in ARCHITECT's judgment are necessary to enable Contractor to proceed.
S. Visits to Site and Observation of Construction. In connection with observations of Contractor's work
in progress while it is in progress:
a. (Modified) Make visits to the Site at intervals appropriate to the various stages of construction,
appropriate to verify Contractor's payment requests, and as ARCHITECT and/or OWNER
deems necessary, in order to observe as an experienced and qualified design professional the
progress and quality of the Work. Such visits and observations by ARCHITECT, and the
Resident Project Representative, if any, are not intended to be exhaustive or to extend to every
aspect of Contractor's work in progress or to involve detailed inspections of Contractor's work
in progress beyond the responsibilities specifically assigned to ARCHITECT in this Agreement
and the Contract Documents, but rather are to be limited to spot checking, selective sampling,
and similar methods of general observation of the Work based on ARCHITECT's exercise of
professional judgment as assisted by the Resident Project Representative, if any. Based on
information obtained during such visits and such observations, ARCHITECT will determine if
Contractor's work is proceeding in accordance with the Contract Documents, and ARCHITECT
shall keep OWNER informed of the progress of the Work.
b. (Modified) The purpose of ARCHITECT's visits to, and representation by the Resident Project
Representative, if any, at the Site, will be to enable ARCHITECT to better cavy out the duties
and responsibilities assigned to and undertaken by ARCHITECT during the Construction Phase,
and, in addition, by the exercise of ARCHITECT's efforts as an experienced and qualified
design professional, to provide for OWNER a greater degree of confidence that the completed
Work will substantially conform to the Contract Documents and that the integrity of the design
concept of the completed Project as a functioning whole as indicated in the Contract Documents
has been implemented and preserved by Contractor. ARCHITECT shall not, during such visits
or as a result of such observations of Contractor's work in progress, supervise, direct, or have
control over Contractor's work, nor shall ARCHITECT have authority over or responsibility for
the means, methods, techniques, sequences, or procedures of construction selected by
Contractor, for safety precautions and programs incident to Contractor's work, or for any failure
of Contractor to comply with Laws and Regulations applicable to Contractor's furnishing and
performing the Work. Accordingly, ARCHITECT neither guarantees the performance of any
Contractor nor assumes responsibility for any Contractor's failure to furnish and perform its
work in accordance with the Contract Documents.
6. (Modified) Defective Work. Recommend to OWNER that Contractor's work be disapproved and
rejected while it is in progress if, on the basis of such observations, ARCHITECT believes that such
work will not produce a completed Project that substantially conforms to the Contract Documents or
that it will prejudice the integrity of the design concept of the completed Project as a functioning
whole as indicated in the Contract Documents.
7. Clarifications and Interpretations; Field Orders. Issue necessary clarifications and interpretations of
the Contract Documents as appropriate to the orderly completion of Contractor's work. Such
clarifications and interpretations will be consistent with the intent of and reasonably inferable from
the Contract Documents. ARCHITECT may issue Field Orders authorizing minor variations from
the requirements of the Contract Documents.
Page 4 of 8 pages
(Exhibit A — Architect's Services)
8. Change Orders and Work Change Directives. Recommend Change Orders and Work Change
Directives to OWNER, as appropriate, and prepare Change Orders and Work Change Directives as
required.
9. Shop Drawings and Samples. Review and approve or take other appropriate action in respect to
Shop Drawings and Samples and other data which Contractor is required to submit, but only for
conformance with the information given in the Contract Documents and compatibility with the
design concept of the completed Project as a functioning whole as indicated in the Contract
Documents. Such reviews and approvals or other action will not extend to means, methods,
techniques, sequences or procedures of construction or to safety precautions and programs incident
thereto. ARCHITECT has an obligation to meet any Contractor's submittal schedule that has earlier
been acceptable to ARCHITECT.
10. Substitutes and "or -equal. " Evaluate and determine the acceptability of substitute or "or -equal"
materials and equipment proposed by Contractor, but subject to the provisions of paragraph A2.01 of
this Exhibit A.
11. Inspections and Tests. Require such special inspections or tests of Contractor's work as deemed
reasonably necessary, and receive and review all certificates of inspections, tests, and approvals
required by Laws and Regulations or the Contract Documents. ARCHITECT's review of such
certificates will be for the purpose of determining that the results certified indicate compliance with
the Contract Documents and will not constitute an independent evaluation that the content or
procedures of such inspections, tests, or approvals comply with the requirements of the Contract
Documents. ARCHITECT shall be entitled to rely on the results of such tests.
12. (Modified) Disagreements between OWNER and Contractor. Render formal written decisions on all
claims of OWNER and Contractor relating to the acceptability of Contractor's work or the
interpretation of the requirements of the Contract Documents pertaining to the execution and
progress of Contractor's work. In rendering such decisions, ARCHITECT shall be fair and not show
partiality to OWNER or Contractor.
13. Applications for Payment. Based on ARCHITECT's observations as an experienced and qualified
design professional and on review of Applications for Payment and accompanying supporting
documentation:
a. Determine the amounts that ARCHITECT recommends Contractor be paid. Such
recommendations of payment will be in writing and will constitute ARCHITECT's
representation to OWNER, based on such observations and review, that, to the best of
ARCHITECT's knowledge, information and belief, Contractor's work has progressed to the
point indicated, the quality of such work is substantially in accordance with the Contract
Documents (subject to an evaluation of the Work as a functioning whole prior to or upon
Substantial Completion, to the results of any subsequent tests called for in the Contract
Documents and to any other qualifications stated in the recommendation), and the conditions
precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far
as it is ARCHITECT's responsibility to observe Contractor's work. In the case of unit price
work, ARCHITECT's recommendations of payment will include final determinations of
quantities and classifications of Contractor's work (subject to any subsequent adjustments
allowed by the Contract Documents). The responsibilities of ARCHITECT contained in
paragraph A1.04.A.5.a are expressly subject to the limitations set forth in paragraph A1.04.A.5.b
and other express or general limitations in this Agreement and elsewhere.
b. By recommending any payment, ARCHITECT shall not thereby be deemed to have represented
that observations made by ARCHITECT to check the quality or quantity of Contractor's work as
it is performed and furnished have been exhaustive, extended to every aspect of Contractor's
work in progress, or involved detailed inspections of the Work beyond the responsibilities
specifically assigned to ARCHITECT in this Agreement and the Contract Documents. Neither
Page 5 of 8 pages
(Exhibit A — Architect's Services)
ARCHITECT's review of Contractor's work for the purposes of recommending payments nor
ARCHITECT's recommendation of any payment including final payment will impose on
ARCHITECT responsibility to supervise, direct, or control Contractor's work in progress or for
the means, methods, techniques, sequences, or procedures of construction or safety precautions
or programs incident thereto, or Contractor's compliance with Laws and Regulations applicable
to Contractor's furnishing and performing the Work. It will also not impose responsibility on
ARCHITECT to make any examination to ascertain how or for what purposes Contractor has
used the moneys paid on account of the Contract Price, or to determine that title to any portion
of the work in progress, materials, or equipment has passed to OWNER free and clear of any
liens, claims, security interests, or encumbrances, or that there may not be other matters at issue
between OWNER and Contractor that might affect the amount that should be paid.
14. Other Services.
a. Provide assistance in connection with the testing and adjusting of Project equipment or systems.
b. Assist OWNER in training OWNER's staff to operate and maintain Project, equipment, and
systems.
c. Assist OWNER in developing procedures for control of the operation and maintenance of, and
record keeping for Project equipment and systems.
d. Together with OWNER, visit the Project to observe any apparent defects in the Work, assist
OWNER in consultations and discussions with Contractor concerning correction of any such
defects, and make recommendations as to replacement or correction of Defective Work, if
present.
15. Contractor's Completion Documents.
a. (Modified) Receive and review maintenance and operating instructions, schedules, and
guarantees as prepared by the Contractor in accordance with the Contract Documents. Architect
will compile this information as provided by Contractor, and deliver three (3) copies of the same
to OWNER.
b. (Modified) Receive bonds, certificates, or other evidence of insurance not previously submitted
and required by the Contract Documents, certificates of inspection, tests and approvals, Shop
Drawings, Samples and other data approved as provided under paragraph A1.04.A.9, and the
annotated record documents which are to be assembled by Contractor in accordance with the
Contract Documents to obtain final payment. The extent of such ARCHITECT's review will be
limited as provided in paragraph A1.04.A.9.
c. ARCHITECT shall transmit these documents to OWNER within thirty days of receipt of
documents from Contractor.
d. (Added) Preparing and furnishing to OWNER Record Drawings on mylar showing appropriate
record information based on Project annotated record documents received from Contractor.
16. Substantial Completion. Promptly after notice from Contractor that Contractor considers the entire Work
ready for its intended use, in company with OWNER and Contractor, conduct an inspection to determine
if the Work is Substantially Complete. If after considering any objections of OWNER, ARCHITECT
considers the Work Substantially Complete, ARCHITECT shall deliver a certificate of Substantial
Completion to OWNER and Contractor.
17. (Modified) Final Notice of Acceptability of the Work. Conduct a final inspection to determine if the
completed Work of Contractor is acceptable so that ARCHITECT may recommend, in writing, final
Page 6 of 8 pages
(Exhibit A — Architect's Services)
payment to Contractor. Accompanying the recommendation for final payment, ARCHITECT shall also
provide a notice in the form attached hereto as Exhibit E (the "Notice of Acceptability of Work") that to
the best of ARCHITECT's knowledge, information and belief and upon the exercise of ARCHITECT'S
due diligence, the Work is acceptable and is in compliance with the Contract Documents.
B. Duration of Construction Phase. The Construction Phase will commence with the execution of the first
Construction Agreement for the Project or any part thereof and will terminate upon final payment to
Contractors.
C. Limitation of Responsibilities. ARCHITECT shall not be responsible for the acts or omissions of any
Contractor, or of any of its subcontractors, suppliers, or of any other individual or entity performing or
furnishing any of the Work. ARCHITECT shall not be responsible for failure of any Contractor to perform or
furnish the Work in accordance with the Contract Documents.
PART 2 — ADDITIONAL SERVICES
A2.01 Additional Services Requiring OWNER's Authorization in Advance
A. If authorized in writing by OWNER, ARCHITECT shall furnish or obtain from others Additional Services of
the types listed below. These services will be paid for by OWNER as indicated in Article 4 of the Agreement.
(Modified) Preparation of applications and supporting documents (in addition to those furnished under
Basic Services) for private or governmental grants, loans or advances in connection with the Project;
preparation or review of environmental assessments and impact statements; review and evaluation of the
effects on the design requirements for the Project of any such statements and documents prepared by
others; assistance in obtaining approvals of authorities having jurisdiction over the anticipated
environmental impact of the Project; and assistance in obtaining on behalf of the OWNER permits not
otherwise included with the scope of Basic Services from all governmental authorities having jurisdiction
to approve all phases of the PROJECT designed or specified by ARCHITECT.
2. Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the
accuracy of drawings or other information furnished by OWNER.
3. (Modified) Services resulting from significant changes in the scope, extent, or character of the portions of
the Project designed or specified by ARCHITECT or its design requirements including, but not limited to,
changes in size, OWNER's schedule, or character of construction; and revising previously accepted
studies, reports, Drawings, Specifications, or Contract Documents when such revisions are required by
changes in Laws and Regulations enacted subsequent to the Effective Date of this Agreement.
4. (Modified) Services resulting from OWNER's request to evaluate additional Phase alternative solutions
beyond those identified in Part I "Basic Services."
5. Services required as a result of OWNER's providing incomplete or incorrect Project information with
respect to Exhibit B; provided, such information was to be relied upon by ARCHITECT pursuant to
Section 6.0I .EA of the Agreement.
6. Providing renderings or models for OWNER's use.
7. Undertaking investigations and studies including, but not limited to, detailed consideration of operations,
maintenance, and overhead expenses; the preparation of feasibility studies, cash flow and economic
evaluations, rate schedules, and appraisals; assistance in obtaining financing for the Project; evaluating
processes available for licensing, and assisting OWNER in obtaining process licensing; detailed quantity
Page 7 of 8 pages
(Exhibit A — Architect's Services)
surveys of materials, equipment, and labor; and audits or inventories required in connection with
construction performed by OWNER.
S. Furnishing services of ARCHITECT's Consultants for other than Basic Services.
9. Services attributable to more than one prime construction contract.
10. Services during out-of-town travel required of ARCHITECT other than for visits to the Site or OWNER's
office.
11. Preparing for, coordinating with, participating in and responding to structured independent review
processes, including, but not limited to, construction management, cost estimating, project peer review,
value architectural, and constructibility review requested by OWNER; and perfonning or furnishing
services required to revise studies, reports, Drawings, Specifications, or other Bidding Documents as a
result of such review processes.
12. Providing assistance in resolving any Hazardous Environmental Condition in compliance with current
Laws and Regulations.
13. (Modified) Preparing to serve or serving as a consultant or witness for OWNER in any litigation,
arbitration or other dispute resolution process related to the Project if ARCHITECT is not a party to the
same).
14. Providing more extensive services required to enable ARCHITECT to issue notices or certifications
requested by OWNER under paragraph 6.01.G of the Agreement.
15, Other services performed or furnished by ARCHITECT not otherwise provided for in this Agreement.
16. Property descriptions.
17. (Modified) Property, easement, right-of-way, and other special surveys or data, including
establishing relevant reference points.
18. (Added) Environmental assessments, audits, investigations and impact statements, and other relevant
environmental or cultural studies as to the Project, the Site, and adjacent areas.
19. (Added) Additional services during construction made necessary by (1) emergencies or acts of God
endangering the Work, (2) an occurrence of a Hazardous Environmental Condition, (3) Work damaged
by fire or other cause during construction, or (4) acceleration of the progress schedule involving services
beyond normal working hours.
A2.02 Required Additional Services
Not used
Page 8 of 8 pages
(Exhibit A — Architect's Services)
This is EXHIBIT B, consisting of 1 pages, referred to in and
part of the Agreement between OWNER and ARCHITECT
for Professional Services dated
Initial:
OWNER
ARCHITECT
OWNER's Responsibilities
Article 2 of the Agreement is amended and supplemented to include the following agreement of the parties.
B2.01 In addition to other responsibilities of OWNER as set forth in this Agreement, OWNER shall:
A. Provide ARCHITECT with all criteria and full information as to OWNER's requirements for the Project,
including design objectives and constraints, space, capacity and performance requirements, flexibility, and
expandability, and any budgetary limitations; and furnish copies of all design and construction standards which
OWNER will require to be included in the Drawings and Specifications; and furnish copies of OWNER's standard
forms, conditions, and related documents for ARCHITECT to include in the Bidding Documents, when applicable.
B. Furnish to ARCHITECT any other available information pertinent to the Project including reports and data
relative to previous designs, or investigation at or adjacent to the Site.
C. (Modified) Following ARCHITECT's assessment of initially -available Project information and data and upon
ARCHITECT's written request, furnish or otherwise make available such additional available Project related
information and data as is reasonably required to enable ARCHITECT to complete its Basic and Additional Services.
1. (Not Used).
2. (Not Used).
3. (Not Used).
4. (Not Used).
5. (Not Used).
6. (Not Used).
D. (Not Used).
E. (Modified) Authorize ARCHITECT to provide Additional Services as set forth in Part 2 of Exhibit A of the
Agreement as the OWNER determines is necessary.
F. (Modified) Arrange for access to and make all provisions for ARCHITECT to enter upon public property as
required for ARCHITECT to perform services under the Agreement.
G. Examine all alternate solutions, studies, reports, sketches, Drawings, Specifications, proposals, and other
documents presented by ARCHITECT (including obtaining advice of an attorney, insurance counselor, and other
advisors or consultants as OWNER deems appropriate with respect to such examination) and render in writing timely
decisions pertaining thereto.
H. (Not Used),
I. (Not Used).
Page 1 of 2 pages
(Exhibit B - OWNER's Responsibilities)
J. Advise ARCHITECT of the identity and scope of services of any independent consultants employed by
OWNER to perform or furnish services in regard to the Project, including, but not limited to, cost estimating, project
peer review, value architectural, and constructability review.
K. Furnish to ARCHITECT data as to OWNER's anticipated costs for services to be provided by others for
OWNER so that ARCHITECT may make the necessary calculations to develop and periodically adjust ARCHITECT's
opinion of Total Project Costs.
L. (Modified) If OWNER designates a construction manager or an individual or entity other than, or in addition
to, ARCHITECT to represent OWNER at the Site, define and set forth the duties, responsibilities, and limitations of
authority of such other party and the relation thereof to the duties, responsibilities, and authority of ARCHITECT.
M. Attend the pre-bid conference, bid opening, pre -construction conferences, construction progress and other job
related meetings, and Substantial Completion and final payment inspections.
N. Provide copies of daily observation reports prepared by OWNER's on-site representative to ARCHITECT
during construction phase.
Page 2 of 2 pages
(Exhibit B - OWNER's Responsibilities)
This is EXHIBIT C, consisting of 2 pages, referred to in and
part of the Agreement between OWNER and
ARCHITECT for Professional Services dated
Payments to ARCHITECT for Services and Reimbursable Expenses
Article 4 of the Agreement is amended and
supplemented to include the following agreement of
the parties:
ARTICLE 4 -- PAYMENTS TO THE ARCHITECT
C4.01 For Basic Services Having A Determined
Scope —Cost not to Exceed Method of
Payment
A. OWNER shall pay ARCHITECT for Basic
Services set forth in Exhibit A as follows:
1. (Modified) A cost not to exceed
amount of $213,000.00, based upon the rate
schedule, which is attached as Appendix I of
Exhibit C and incorporated herein for all intents
and purposes. This amount does not include
those Architect's Consultant's charges as
provided below in this Article 4, Subparagraph
C4.05. The fee shall not exceed the following
for each itemized phase or category:
a. Schematic Design/
Programming Phase
$31,200.00
b. Design Development Phase
$52,000.00
c. Construction Document Phase
$72,800.00
d. Bidding and Negotiating Phase
$10,400.00
e. Construction Phase
$46,600.00
3.2. (Modified) ARCHITECT may with the
consent of OWNER alter the distribution of
compensation between individual phases noted
herein to be consistent with services actually
rendered, but shall not exceed the total cost not
to exceed amount unless approved in writing by
the OWNER.
3. The cost not to exceed includes
compensation for ARCHITECT's services and
services of ARCHITECT's Consultants (with the
exception of those outlined in paragraph C4.05),
Initial:
OWNER
ARCHITECT
if any. Appropriate amounts have been
incorporated in the cost not to exceed to account
for labor, overhead, profit, and Reimbursable
Expenses.
4. Not Used.
5. The portion of the amount billed for
ARCHITECT's services will be based upon total
services actually completed during the billing
period.
C4.02 For Basic Services Having An Undetermined
Scope -- Direct Labor Costs Times a Factor
Method of Payment
A. (Not Used).
C4.03 For Additional Services
A. OWNER shall pay ARCHITECT for
Additional Services as follows:
1. General. For services of
ARCHITECT's employees engaged directly on
the Project pursuant to paragraph A2.01 or
A2.02 of Exhibit A of the Agreement, except for
services as a consultant or witness under
paragraph A2.0l.A.13, an amount equal to
ARCHITECT's Direct Labor Costs based upon
the rate schedule, which is attached as Appendix
1 of Exhibit C and incorporated herein for all
intents and purposes plus Reimbursable
Expenses and ARCHITECT's Consultant's
charges, if any. Additional Services shall not
exceed $0.00 without the prior written consent
of the Owner.
2. (Not Used).
C4.04 For Reimbursable Expenses
Page I of 2 pages
(Exhibit C - Basic Services With Determined Scope -- Cost not to exceed Method)
A. (Modified) OWNER shall pay
ARCHITECT for Reimbursable Expenses that are
associated with Additional Services at the rate set
forth in Appendix 2 of this Exhibit C. Before the
OWNER shall be liable for any reimbursable
expenses, the ARCHITECT must obtain prior written
approval of the OWNER of any expense that exceeds
$1000.00 for which the ARCHITECT seeks
reimbursement. Reimbursable Expenses shall not
exceed $2,000.00.
B. (Modified) Reimbursable Expenses include
the following categories: mileage, parking tolls, long
distance, reproduction of Drawings, Specifications,
Bidding Documents, and similar Project -related items
in addition to those required under Exhibit A, and, if
authorized in advance by OWNER.
C. The amounts payable to ARCHITECT for
Reimbursable Expenses will be the Project -related
internal expenses actually incurred or allocated by
ARCHITECT, plus all invoiced external
Reimbursable Expenses allocable to the Project, the
latter multiplied by a Factor of (i .10).
D. Not Used.
E. (Added) The OWNER must approve all
travel expenses before the same are incurred. If such
approval is not obtained, the OWNER shall not be
liable for such travel expenses.
C4.05 For ARCHITECT's Consultant's Charges
A. (Modified) Whenever compensation to
ARCHITECT herein is stated to include charges of
ARCHITECT's Consultants, those charges shall be
the amounts billed by ARCHITECT's Consultants to
ARCHITECT times a Factor of (1.10). The
consultant charges shall not exceed the following
amounts specified for each of the following services,
unless approved in writing by the OWNER. The
charges include the factor, and are as follows:
Surveying
ADA Review..........................................$5,500
Surveying...............................................$4,000
Geotechnical .......................................... $4,000
C4.06 Direct Labor Costs
A. Direct Labor Costs means salaries and
wages paid to ARCHITECT's employees but does
not include payroll related costs or benefits.
B. (Not Used).
4.07 Rate Schedule
A. (Modified) The Rate Schedule includes
the cost of customary and statutory benefits
including, but not limited to, social security
contributions, unemployment, excise and payroll
taxes, workers' compensation, health and retirement
benefits, bonuses, sick leave, vacation, and holiday
pay applicable thereto; the cost of general and
administrative overhead, which includes salaries and
wages of principals and employees engaged in
business operations not directly chargeable to
projects, plus non -Project operating costs, including
but not limited to, business taxes, legal, rent, utilities,
office supplies, insurance, and other operating costs;
plus operating margin or profit.
B. External Reimbursable Expenses and
ARCHITECT's Consultant's Fees include
ARCHITECT's overhead and profit associated with
ARCHITECT's responsibility for the administration
of such services and costs.
C4.08 Other Provisions Concerning Payment
A. Progress Payments. The portion of the
amounts billed for ARCHITECT's services which
are identified in paragraphs C4.01 and C4.03, will be
based on the Rate Schedule for the cumulative hours
charged to the Project during the billing period by all
of ARCHITECT's employees, plus Reimbursable
Expenses and ARCHITECT's Consultant's charges,
if any.
Page 2 of 2 pages
(Exhibit C - All Other Services/Charges -- Cost not to Exceed Method of Payment)
APPENDIX 1 OF EXHIBIT C
RATESCHEDULE
Employee Classification
Maximum
Hourly Rate
Principal
$225.00
Senior Project Manager
$185.00
Project Manager
$160.00
Project Architect
$135.00
Architect
$110.00
Intern Architect
$ 85.00
Administrative Assistant
$ 70.00
Page I of 1 pages
(Appendix 1 to Exhibit C Rade Schedule)
APPENDIX 2 OF EXHIBIT C
REIMBURSEMENT OF COSTS
Reproduction and Deliveries: Cost plus 10%
Mileage; IRS Rate
Page l of l pages
(Appendix 2 to Exhibit C Reimbursement of Costs)
This is EXHIBIT E, consisting of 2 pages, referred to in and
part of the Agreement between OWNER and
ARCHITECT for Professional Services dated
NOTICE OF ACCEPTABILITY OF WORK
PROJECT:
OWNER:
OWNER's Construction Contract Identification:
EFFECTIVE DATE OF THE CONSTRUCTION AGREEMENT:
CONSTRUCTION CONTRACT DATE:
ARCHITECT:
To:
And To:
OWNER
CONTRACTOR
Initial:
OWNER
ARCHITECT
The undersigned hereby gives notice to the above OWNER and CONTRACTOR that the completed Work
furnished and performed by CONTRACTOR under the above Contract is acceptable, expressly subject to the
provisions of the related Contract Documents and the terms and conditions set forth on the reverse side hereof.
By:
Title:
Dated: ,
Page 1 of 2 pages
Exhibit E - Notice of Acceptability of Work)
(Reverse side of Notice)
CONDITIONS OF NOTICE OF ACCEPTABILITY OF WORK
The Notice of Acceptability of Work ("Notice") on the front side of this sheet is expressly made subject to the
following terms and conditions to which all persons who receive said Notice and rely thereon agree:
Said Notice is given with the skill and care ordinarily used by members of the architectural profession
practicing under similar conditions at the same time and in the same locality.
2. Said Notice reflects and is an expression of the professional judgment of ARCHITECT.
3. Said Notice is given as to the best of ARCHITECT's knowledge, information, and belief as of the date hereof.
4. (Modified) Said Notice is based entirely on and expressly limited by the scope of services ARCHITECT has
been employed by OWNER to perform or furnish during construction of the Project (including observation of
the CONTRACTOR's work) under ARCHITECT's Agreement with OWNER and applies to facts that are
within ARCHITECT's knowledge or could or should have been ascertained by ARCHITECT as a result of
carrying out the responsibilities specifically assigned to ARCHITECT under ARCHITECT's agreement with
OWNER.
5. (Modified) Said Notice is not a guarantee or warranty of CONTRACTOR's performance under the
Construction Contract nor an assumption of responsibility for any failure of the Contractor to furnish and
perform the work thereunder in accordance with the Contract documents, unless ARCHITECT knew or should
have known of such failure and failed to notify the Owner of such failure and take appropriate action so that the
same were corrected and brought into compliance with the Contract Documents.
Page 2 of 2 pages
(Exhibit E — Notice of Acceptability of Work)
This is EXHIBIT G, consisting of 2 pages, referred to in and
part of the Agreement between OWNER and
ARCHITECT for Professional Services dated
Initial:
OWNER
ARCHITECT
Insurance
Paragraph 6.05 of the Agreement is amended and supplemented to include the following agreement of the parties.
G6.05 Insurance
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
Errors & Omissions (E&O)
Limit: $500,000
Page 1 of 2 Pages
(Exhibit G - Insurance)
a. For all architects, and/or design companies.
b. Claims -made form is acceptable.
c. Coverage will be in force for three (3) years after project is completed.
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 A:VII or better.
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. City of Baytown, 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 City of Baytown, certified copies of all insurance policies and/or
certificates of insurance shall be furnished to City of Baytown's representative. Certificates of insurance
showing evidence of insurance coverage shall be provided to City of Baytown's representative prior to
execution of this agreement.
f. Upon request of and without cost to City of Baytown, loss runs (claims listing) of any and/or all insurance
coverage shall be furnished to City of Baytown's representative.
Page 2 of 2 pages
(Exhibit G - Insurance)
This is EXHIBIT K, consisting of 2 pages, referred to in and
part of the Agreement between OWNER and ARCHITECT
for Professional Services dated
Initial:
OWNER
ARCHITECT
ARCHITECT AGREES TO AND SHALL INDEMNIFY AND HOLD
HARMLESS AND DEFEND OWNER, ITS OFFICERS, AGENTS,
AND EMPLOYEES (HEREAFTER, 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 ARCHITECT OR ARCHITECT'S EMPLOYEES
(HEREINAFTER, WHETHER SINGULAR OR PLURAL,
COLLECTIVELY REFERRED TO AS "ARCHITECT"). IN THE
EVENT OF PERSONAL INJURY TO OR DEATH OF
ARCHITECT, SUCH INDEMNITY SHALL APPLY (I) TO THE
FULLEST EXTENT ALLOWED BY LAW AND (II) TO THE
EXTENT ALLOWED REGARDLESS OF WHETHER THE
CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS OR
LIABILITY ARISE (I) IN WHOLE OR IN PART FROM THE
NEGLIGENCE OF OWNER OR (II) IN WHOLE OR IN PART
FROM THE NEGLIGENCE OF ARCHITECT. IT IS THE
EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH
ARCHITECT AND OWNER, THAT THE INDEMNITY PROVIDED
FOR IN THIS PARAGRAPH IS INDEMNITY BY ARCHITECT TO
INDEMNIFY AND PROTECT OWNER FROM THE
CONSEQUENCES OF (I) OWNER'S OWN NEGLIGENCE TO
THE EXTENT ALLOWED BY LAW, WHERE THAT
NEGLIGENCE IS A SOLE OR CONCURRING CAUSE OF THE
RESULTING INJURY OR DEATH OF ARCHITECT AND/OR (II)
ARCHITECT'S JOINT AND/OR SOLE NEGLIGENCE. SUCH
INDEMNITY SHALL NOT APPLY, HOWEVER, TO LIABILITY
ARISING FROM THE PERSONAL INJURY, DEATH, OR
PROPERTY DAMAGE OF PERSONS OTHER THAN
ARCHITECT THAT IS CAUSED BY OR RESULTS FROM THE
Page 1 of 2 Pages
(Exhibit K - Indemnification)
NEGLIGENCE OF OWNER. IN THE EVENT THAT ANY ACTION
OR PROCEEDING IS BROUGHT AGAINST THE OWNER 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
OWNER AND THE ARCHITECT.
The indemnity provided hereinabove shall survive the termination and/or expiration of
this Agreement.
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 OWNER in this Exhibit K shall control and supersede
any apportionment of liability or release of liability contained elsewhere in the
Contract Documents.
Page 2 of 2 Pages
(Exhibit K - Indemnification)
STANDARD FORM OF AGREEMENT
BETWEEN OWNER AND ARCHITECT
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT effective as of the 1 day of October,2008("Effective Date").
Between
The City of Baytown ("OWNER")
and
Brown Reynolds Watford Architects, Inc. ("ARCHITECT").
OWNER intends to engage ARCHITECT to perform architectural services related to the design of Fire Station No.
6(the"Project"). Such services shall include,but not be limited to,services pertaining to the following disciplines:
➢ Architectural
➢ Site Design, including grading,drainage,paving and on-site utilities
➢ Structural Engineering
➢ Mechanical, Electrical and Plumbing Engineering, including fire sprinkler system, and public address
system performance specification
➢ Landscape Architecture,including irrigation system
➢ Cost Estimating
➢ Acoustical and Lighting Design
➢ Submission for Governmental Permits, including coordination of Texas Accessibility Standards Site
Inspection
➢ Preparation and assistance with Bid Package
OWNER and ARCHITECT in consideration of their mutual covenants as set forth herein agree as follows:
Standard Form of Agreement
Between Owner and Architect for Professional Services
Page 1 of 12
TABLE OF CONTENTS Pam
ARTICLE 1 -SERVICES OF ARCHITECT.....................................................................................................................3
1.01 Scope.................................................................................................................................................................3
ARTICLE 2-OWNER'S RESPONSIBILITIES................................................................................................................3
2.01 General..............................................................................................................................................................3
ARTICLE 3-TIMES FOR RENDERING SERVICES......................................................................................................3
3.01 General..............................................................................................................................................................3
3.02 Suspension.........................................................................................................................................................3
ARTICLE 4-PAYMENTS TO ARCHITECT...................................................................................................................3
4.01 Methods of Payment for Services and Reimbursable Expenses of Architect..................................................3
4.02 Other Provisions Concerning Payments...........................................................................................................3
ARTICLE 5-OPINIONS OF COST...................................................................................................................................4
5.01 Opinions of Probable Construction Cost.........................................................................................................4
5.02 Designing to Construction Cost Limit.............................................................................................................4
5.03 Opinions of Total Project Costs.......................................................................................................................4
ARTICLE 6-GENERAL CONSIDERATIONS................................................................................................................4
6.01 Standards of Performance.................................................................................................................................4
6.02 Authorized Project Representatives..................................................................................................................5
6.03 Design without Construction Phase Services...................................................................................................5
6.04 Use of Documents.............................................................................................................................................5
6.05 Insurance............................................................................................................................................................6
6.06 Termination.......................................................................................................................................................6
6.07 Controlling Law................................................................................................................................................7
6.08 Successors,Assigns,and Beneficiaries............................................................................................................7
6.09 Dispute Resolution............................................................................................................................................7
6.10 Hazardous Environmental Condition...............................................................................................................7
6.11 Allocation of Risks............................................................................................................................................8
6.12 Notices...............................................................................................................................................................8
6.13 Survival..............................................................................................................................................................8
6.14 Severability........................................................................................................................................................8
6.15 Waiver...............................................................................................................................................................8
6.16 Headings............................................................................................................................................................8
ARTICLE7- DEFINITIONS.............................................................................................................................................8
7.01 Defined Terms..................................................................................................................................................8
ARTICLE 8-EXHIBITS AND SPECIAL PROVISIONS............................................................................................... 11
8.01 Exhibits Included............................................................................................................................................. 11
8.02 Total Agreement.............................................................................................................................................. 11
Standard Form of Agreement
Between Owner and Architect for Professional Services
Page 2 of 12
ARTICLE 1-SERVICES OF ARCHITECT Agreement to reflect, reasonable costs incurred by
ARCHITECT in connection with such suspension and
reactivation and the fact that the time for performance under
1.01 Scope this Agreement has been revised.
A. ARCHITECT shall provide the Basic and ARTICLE 4-PAYMENTS TO ARCHITECT
Additional Services set forth herein and in Exhibit A.
B. Upon this Agreement becoming effective, 4.01 Methods of Payment for Services and
ARCHITECT is authorized to begin Basic Services as set Reimbursable Expenses of ARCHITECT
forth in Exhibit A.
A. For Basic Services. OWNER shall pay
C.(Not Used). ARCHITECT for Basic Services performed or furnished
under Exhibit A,Part 1,as set forth in Exhibit C.
ARTICLE 2-OWNER'S RESPONSIBILITIES
B. For Additional Services. OWNER shall pay
ARCHITECT for Additional Services performed or furnished
2.01 General under Exhibit A,Part 2,as set forth in Exhibit C.
A. OWNER shall have the responsibilities set forth C.(Modified) For Reimbursable Expenses. In
herein and in Exhibit B. addition to payments provided for in paragraphs 4.01.A and
4.0l.B, OWNER shall pay ARCHITECT for Reimbursable
Expenses incurred by ARCHITECT and ARCHITECT's
ARTICLE 3-TIMES FOR RENDERING SERVICES Consultants as set forth in Exhibit C. However, all expenses
associated with meals and lodging must be approved in
writing by OWNER prior to ARCHITECT incurring any
3.01 General expense associated therewith; otherwise, the parties hereto
agree and understand that OWNER shall not be liable and
A. (Modified) ARCHITECT's services and ARCHITECT shall not make a claim against OWNER for
compensation under this Agreement have been agreed to for any such expenses.
the design of the Project. ARCHITECT's obligation to
render services hereunder will be for whatever period 4.02 Other Provisions Concerning Payments
necessary for the final completion of said services.
A. Preparation of Invoices. Invoices will be prepared
B. (Not Used). in accordance with ARCHITECT's standard invoicing
practices and will be submitted to OWNER by ARCHITECT,
C. (Modified)For purposes of this Agreement the term unless otherwise agreed. ARCHITECT shall supply detailed
"day"means a calendar day of 24 hours. back-up information along with each invoice in order for the
OWNER to effectively evaluate the fees and charges. The
3.02 Suspension amount billed in each invoice will be calculated as set forth in
Exhibit C.
A.(Modified) If OWNER fails within a reasonable
period of time to give written authorization to proceed with B.(Modified) Payment of Invoices. Invoices are due
any phase of services after completion of the immediately and payable within 30 days after the receipt of the invoice and
preceding phase, or if OWNER delays ARCHITECT's the necessary backup information. If OWNER fails to make
services, ARCHITECT may, after giving seven days written any payment due ARCHITECT for services and expenses
notice to OWNER,suspend services under this Agreement. If within 30 days after receipt of ARCHITECT's invoice and
during such seven-day period, OWNER gives written backup documentation therefor, the delinquent amount shall
authorization to proceed or ARCHITECT'S services are no accrue interest at the rate specified in section 2251.025 of the
longer delayed by OWNER, ARCHITECT may not suspend Texas Government Code. ARCHITECT may after giving
services under this Agreement. seven days written notice to OWNER suspend services under
this Agreement until ARCHITECT has been paid in full all
B. (Modified) If ARCHITECT suspends services amounts due for services,expenses,and other related charges.
ARCHITECT may be entitled to equitable adjustment of rates However, it is expressly understood and agreed that
and amounts of compensation provided for elsewhere in this ARCHITECT will not charge any interest or penalty as set
Standard Form of Agreement
Between Owner and Architect for Professional Services
Page 3 of 12
forth herein on any portion of an invoice that is disputed and Construction Cost will not vary from opinions of probable
withheld in accordance with paragraph 3.02.0 and that Construction Cost prepared by ARCHITECT. If OWNER
ARCHITECT will not suspend services under the agreement wishes greater assurance as to probable Construction Cost,
on account of a disputed invoice or on account of monies OWNER shall employ an independent cost estimator as
withheld. All payments will be credited first to principal and provided in Exhibit B.
then to interest.
5.02 (Not Used)
C. Disputed Invoices. In the event of a disputed or
contested invoice, only that portion so contested may be
withheld from payment, and the undisputed portion will be 5.03 Opinions of Total Project Costs
paid.
A. ARCHITECT assumes no responsibility for the
D. Payments Upon Termination. accuracy of opinions of Total Project Costs.
In the event of any termination under section 6.06, ARTICLE 6-GENERAL CONSIDERATIONS
ARCHITECT will be entitled to invoice OWNER and will
be paid in accordance with Exhibit C for all services
performed or furnished and all Reimbursable Expenses 6.01 Standards of Performance
incurred through the effective date of termination.
A. (Modified) The standard of care for all architectural
2. (Not Used) and related services performed or furnished by ARCHITECT
under this Agreement will be the care and skill ordinarily
E.(Modified) Records of ARCHITECT's Costs. used by members of ARCHITECT's profession practicing
Records of ARCHITECT"s costs pertinent to ARCHITECT's under similar circumstances at the same time and in the same
compensation under this Agreement shall be kept in locality.
accordance with generally accepted accounting practices.
Copies of such records will be made available to OWNER B. (Modified) ARCHITECT shall be responsible for
upon request at no cost to OWNER. the technical accuracy of its services and documents resulting
therefrom, and OWNER shall not be responsible for
F. Legislative Actions. In the event of legislative discovering deficiencies therein. ARCHITECT shall correct
actions after the Effective Date of the Agreement by any level such deficiencies without additional compensation except to
of government that impose taxes, fees, or costs on the extent such action is directly attributable to deficiencies in
ARCHITECT's services or other costs in connection with this OWNER-furnished information upon which ARCHITECT is
Project or compensation therefor, such new taxes, fees, or authorized to rely as provided in Section 6.01.E.
costs shall be invoiced to and paid by OWNER as a
Reimbursable Expense to which a Factor of 1.0 shall be C. ARCHITECT shall perform or furnish professional
applied. Should such taxes, fees, or costs be imposed, they architectural and related services in all phases of the Project to
shall be in addition to ARCHITECT's estimated total which this Agreement applies. ARCHITECT shall serve as
compensation. OVYJNER's prime professional for the Project. ARCHITECT
may employ such ARCHITECT's Consultants as
ARTICLE 5-OPINIONS OF COST ARCHITECT deems necessary to assist in the performance or
furnishing of the services. ARCHITECT shall not be
required to employ any ARCHITECT's Consultant
5.01 Opinions of Probable Construction Cost unacceptable to ARCHITECT.
A. ARCHITECT's opinions of probable Construction D. ARCHITECT and OWNER shall comply with
Cost provided for herein are to be made on the basis of applicable Laws or Regulations and OWNER-mandated
ARCHITECT's experience and qualifications and represent standards. This Agreement is based on these requirements as
ARCHITECT's best judgment as an experienced and of its Effective Date. Changes to these requirements after the
qualified professional generally familiar with the industry. Effective Date of this Agreement may be the basis for
However, since ARCHITECT has no control over the cost of modifications to OWNER's responsibilities or to
labor, materials, equipment, or services furnished by others, ARCHITECT's scope of services, times of performance, or
or over the Contractor's methods of determining prices, or compensation.
over competitive bidding or market conditions,ARCHITECT
cannot and does not guarantee that proposals, bids, or actual
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Between Owner and Architect for Professional Services
Page 4 of 12
E.(Modified) OWNER shall be responsible for, and and its consultants for which it is legally liable) at the Site or
ARCHITECT may rely upon, the accuracy and completeness otherwise furnishing or performing any of the Contractor's
of all requirements,programs, instructions, reports, data, and work; or for any decision made on interpretations or
other information furnished by OWNER to ARCHITECT clarifications of the Contract Documents given by OWNER
pursuant to this Agreement, unless expressly stated or without consultation and advice of ARCHITECT.
communicated otherwise by OWNER. ARCHITECT may
use such requirements, reports, data, and information in L.(Modified) The General Conditions for any
performing or furnishing services under this Agreement. construction contract documents prepared hereunder are to be
the Standard Form of Agreement between Owner and
F. OWNER shall make decisions and carry out its other Contractor and as approved by OWNER in writing.
responsibilities in a timely manner and shall bear all costs
incident thereto so as not to delay the services of 6.02 Authorized Project Representatives
ARCHITECT.
G. Prior to the commencement of the Construction A. Contemporaneous with the execution of this
Phase, OWNER shall notify ARCHITECT of any variations Agreement, ARCHITECT and OV-JNER shall designate
from the language indicated in Exhibit E, "Notice of specific individuals to act as ARCHITECT's and OWNER's
Acceptability of Work,"or of any other notice or certification representatives with respect to the services to be performed or
that ARCHITECT will be requested to provide to OWNER or furnished by ARCHITECT and responsibilities of OWNER
third parties in connection with the Proj ect. OWNER and under this Agreement. Such individuals shall have authority
ARCHITECT shall reach agreement on the terms of any such to transmit instructions, receive information, and render
requested notice or certification,and OWNER shall authorize decisions relative to the Project on behalf of each respective
such Additional Services as are necessary to enable party.
ARCHITECT to provide the notices or certifications
requested. 6.03(Not Used)
H. (Modified) ARCHITECT shall not be required to 6.04 Use of Documents
sign any documents, no matter by whom requested, that
would result in ARCHITECT's having to certify,guarantee or A. (Modified) Upon execution of this Agreement, the
warrant the existence of conditions whose existence ARCHITECT grants to the OWNER an ownership interest in
ARCHITECT cannot ascertain; provided, that ARCHITECT the Instruments of Service. The ARCHITECT shall obtain
has exercised due diligence and was not otherwise required to similar interests from the OWNER and the ARCHITECT's
certify,guarantee or warrant the existence of such conditions. consultants consistent with this Agreement. Within seven
days of any termination or expiration of this Agreement, the
I. During the Construction Phase, ARCHITECT shall ARCHITECT shall be required to tender to OV*JNER all
not supervise, direct,or have control over Contractor's work, Instruments of Service; provided OWNER has paid all
nor shall ARCHITECT have authority over or responsibility monies, excluding any disputed amount, due and owing to
for the means,methods,techniques, sequences, or procedures ARCHITECT in accordance with this Agreement. With such
of construction selected by Contractor, for safety precautions ownership interest, it is expressly understood by the parties
and programs incident to the Contractor's work in progress, hereto that the OVVNER may use the Instruments of Service
nor for any failure of Contractor to comply with Laws and for any purposes which the OVTNER sees fit, including, but
Regulations applicable to Contractor's furnishing and not limited to, subsequent construction, reconstruction,
performing the Work. alteration,and/or repairs of the Project. As a condition to the
OWNER's use of the Instruments of Service, the OWNER
J.(Modified)ARCHITECT neither guarantees the hereby expressly agrees to remove the ARCHITECT's name
performance of any Contractor nor assumes responsibility for and all references to the ARCHITECT, and its consultants
any Contractor's failure to furnish and perform the Work in from the Documents. The OWNER hereby releases any and
accordance with the Contract Documents. However,nothing all claims which the OWNER could make arising out of or in
contained in this paragraph shall be construed so as to absolve connection with any reuse of the documents by the OWNER.
ARCHITECT from liability for any such failure about which This release of claims for the matters covered in this
ARCHITECT knew or should have known existed in the Paragraph 6.04.A shall be for the benefit of the
exercise of ARCHITECT's services under this Agreement. ARCHITECT, its officers, and employees and sub-
consultants,as well as their successors and assigns.
K. (Modified)ARCHITECT shall not be responsible for
the acts or omissions of any Contractor(s), subcontractor or B. (Modified) Copies of OWNER-furnished data that
supplier,or of any of the Contractor's agents or employees or may be relied upon by ARCHITECT are limited to the printed
any other persons (except ARCHITECT's own employees
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Between Owner and Architect for Professional Services
Page 5 of 12
copies that are delivered to ARCHITECT pursuant to Exhibit
B unless otherwise expressly stated or communicated by C. Not used.
OWNER. Files in electronic media format of text, data,
graphics, or of other types that are furnished by OWNER to D. Not used.
ARCHITECT are only for convenience of ARCHITECT.
Any conclusion or information obtained or derived from such E. Not used.
electronic files will be at the user's sole risk.
F. At any time, OWNER may request that
C. Copies of Documents that may be relied upon by ARCHITECT,at OWNER's sole expense,provide additional
OWNER are limited to the printed copies(also known as hard insurance coverage, increased limits, or revised deductibles
copies) that are signed or sealed by the ARCHITECT. Files that are more protective than those specified in Exhibit G. If
in electronic media format of text, data, graphics, or of other so requested by OWNER, with the concurrence of
types that are furnished by ARCHITECT to OWNER are ARCHITECT, and if commercially available, ARCHITECT
only for convenience of OWNER. Any conclusion or shall obtain and shall require ARCHITECT's Consultants to
information obtained or derived from such electronic files obtain such additional insurance coverage, different limits,or
will be at the user's sole risk. revised deductibles for such periods of time as requested by
OWNER,and Exhibit G will be supplemented to incorporate
D. Because data stored in electronic media format can these requirements.
deteriorate or be modified inadvertently or otherwise without
authorization of the data's creator, the party receiving 6.06 Termination
electronic files agrees that it will perform acceptance tests or
procedures within 60 days, after which the receiving party A.(Modified) The obligations hereunder may be
shall be deemed to have accepted the data thus transferred. terminated:
The party delivering the electronic files will correct any errors
detected within the 60-day acceptance period. ARCHITECT 1. For cause,
shall not be responsible to maintain documents stored in
electronic media format after acceptance by OWNER. a. (Modified) By either party upon 30 days
written notice in the event of failure by the other
E. When transferring documents in electronic media party to perform in accordance with the terms hereof
format, ARCHITECT makes no representations as to long- through no fault of the terminating party;or
term compatibility, usability, or readability of documents
resulting from the use of software application packages, b. By ARCHITECT upon seven days written
operating systems,or computer hardware differing from those notice if ARCHITECT is being requested by
used by ARCHITECT at the beginning of this Project. OWNER to furnish or perform services contrary to
ARCHITECT's responsibility as a licensed
F. (Modified) Any use of the Documents on any professional.
extension of the Project or on any other project shall be at
OWNER's sole risk and OWNER hereby releases c. Notwithstanding the foregoing, this
ARCHITECT from any liability associated solely with the Agreement will not terminate as a result of such
reuse of the Documents. substantial failure if the party receiving such notice
begins, within seven days of receipt of such notice,
G. If there is a discrepancy between the electronic files to correct its failure to perform and proceeds
and the hard copies,the hard copies govern. diligently to cure such failure within no more than
30 days of receipt thereof;provided,however,that if
H. Any verification or adaptation of the Documents for and to the extent such substantial failure cannot be
extensions of the Project or for any other project will entitle reasonably cured within such 30 day period, and if
ARCHITECT to further compensation at rates to be agreed such party has diligently attempted to cure the same
upon by OWNER and ARCHITECT. and thereafter continues diligently to cure the same
then the cure period provided for herein shall extend
6.05 Insurance up to,but in no case more than 60 days after the date
of receipt of the notice.
A. ARCHITECT shall procure and maintain insurance
as set forth in Exhibit G,"Insurance." 2. For convenience by OWNER effective upon the
receipt of notice by ARCHITECT.
B. Not used.
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Between Owner and Architect for Professional Services
Page 6 of 12
B. Not used. Asbestos, PCB's, Petroleum, Hazardous Waste, or
Radioactive Material located at or near the Site, including
6.07 Controlling Law type,quantity and location.
A. This Agreement is to be governed by the law of the C.(Modified) If a Hazardous Environmental
state in which the Project is located. Condition is encountered or alleged,ARCHITECT shall have
the obligation to notify OWNER on or before the next
6.08 Successors,Assigns,and Beneficiaries business day of the same.
A. OWNER and ARCHITECT each is hereby bound D. It is acknowledged by both parties that
and the partners, successors, executors, administrators and ARCHITECT's scope of services does not include any
legal representatives of OWNER and ARCHITECT (and to services related to a Hazardous Environmental Condition. In
the extent permitted by paragraph 6.08.B the assigns of the event ARCHITECT or any other party encounters a
OWNER and ARCHITECT) are hereby bound to the other Hazardous Environmental Condition, ARCHITECT may, at
party to this Agreement and to the partners, successors, its option and without liability for consequential or any other
executors, administrators and legal representatives (and said damages, suspend performance of services on the portion of
assigns) of such other party, in respect of all covenants, the Project affected thereby until OWNER: (i) retains
agreements and obligations of this Agreement. appropriate specialist consultant(s)or contractor(s)to identify
and, as appropriate, abate, remediate, or remove the
B. Neither OVJNER nor ARCHITECT may assign, Hazardous Environmental Condition; and (ii) warrants that
sublet, or transfer any rights under or interest(including, but the Site is in full compliance with applicable Laws and
without limitation, moneys that are due or may become due) Regulations.
in this Agreement without the written consent of the other,
except to the extent that any assignment, subletting, or E. OWNER acknowledges that ARCHITECT is
transfer is mandated or restricted by law. Unless specifically performing professional services for OWNER and that
stated to the contrary in any written consent to an assignment, ARCHITECT is not and shall not be required to become an
no assignment will release or discharge the assignor from any "arranger," "operator," "generator," or "transporter" of
duty or responsibility under this Agreement. hazardous substances, as defined in the Comprehensive
Environmental Response,Compensation,and Liability Act of
C. Unless expressly provided otherwise in this 1990(CERCLA),which are or may be encountered at or near
Agreement: the Site in connection with ARCHITECT's activities under
this Agreement.
1. Nothing in this Agreement shall be construed to
create, impose, or give rise to any duty owed by F. If ARCHITECT's services under this Agreement
OWNER or ARCHITECT to any Contractor, cannot be performed because of a Hazardous Environmental
Contractor's subcontractor, supplier, other individual or Condition, the existence of the condition shall justify
entity,or to any surety for or employee of any of them. ARCHITECT's terminating this Agreement for cause on 30
days notice.
2. All duties and responsibilities undertaken
pursuant to this Agreement will be for the sole and 6.11 Allocation of Risks
exclusive benefit of OWNER and ARCHITECT and not
for the benefit of any other party. The OWNER agrees A. (Modified) Indemnification. See Exhibit K.
that the substance of the provisions of this paragraph
6.08.0 shall appear in the Contract Documents.
6.12 Notices
6.09 Not Used.
A. (Modified) Any notice required under this
6.10 Hazardous Environmental Condition Agreement will be in writing, addressed to the appropriate
party at its address on the signature page and given
A. OWNER represents to Architect that to the best of personally,or by registered or certified mail postage prepaid,
its knowledge a Hazardous Environmental Condition does not or by a commercial courier service. Additionally, notices
exist. may be given via facsimile or by electronic mail if such notice
is also given personally, or by registered or certified mail or
B.(Modified) OWNER has disclosed to the best of by a commercial courier service. All notices shall be effective
its knowledge and belief to ARCHITECT the existence of all upon the date of receipt.
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Between Owner and Architect for Professional Services
Page 7 of 12
4. Application for Payment--The form acceptable
6.13 Survival to ARCHITECT which is to be used by Contractor in
requesting progress or final payments for the completion
A. (Modified) All express representations, of its Work and which is to be accompanied by such
indemnifications, and limitations of liability included in this supporting documentation as is required by the Contract
Agreement will survive its completion or termination for any Documents.
reason.
5. Asbestos--Any material that contains more than
6.14 Severability one percent asbestos and is friable or is releasing asbestos
fibers into the air above current action levels established
A. Any provision or part of the Agreement held to be by the United States Occupational Safety and Health
void or unenforceable under any Laws or Regulations shall be Administration.
deemed stricken, and all remaining provisions shall continue
to be valid and binding upon OWNER and ARCHITECT, 6. Basic Services--The services to be performed
who agree that the Agreement shall be reformed to replace for or furnished to OWNER by ARCHITECT in
such stricken provision or part thereof with a valid and accordance with Exhibit A,Part 1,of this Agreement.
enforceable provision that comes as close as possible to
expressing the intention of the stricken provision. 7. Bid--The offer or proposal of the bidder
submitted on the prescribed form setting forth the prices
6.15 Waiver for the Work to be performed.
A. Non-enforcement of any provision by either party 8. Bidding Documents--The advertisement or
shall not constitute a waiver of that provision, nor shall it invitation to Bid, instructions to bidders, the Bid form
affect the enforceability of that provision or of the remainder and attachments, the Bid bond, if any, the proposed
of this Agreement. Contract Documents,and all Addenda,if any.
6.16 Headings 9. Change Order--A document recommended by
ARCHITECT, which is signed by Contractor and
A. The headings used in this Agreement are for general OWNER to authorize an addition, deletion or revision in
reference only and do not have special significance. the Work, or an adjustment in the Contract Price or the
Contract Times, issued on or after the Effective Date of
ARTICLE 7- DEFINITIONS the Construction Agreement.
10. Construction Agreement--The written
7.01 Defined Terms instrument which is evidence of the agreement,contained
in the Contract Documents, between OWNER and
A. Wherever used in this Agreement (including the Contractor covering the Work.
Exhibits hereto)and printed with initial or all capital letters,
the terms listed below have the meanings indicated, which 11. Construction Contract--The entire and
are applicable to both the singular and plural thereof: integrated written agreement between the OWNER and
Contractor concerning the Work.
1. Addenda--Written or graphic instruments issued
prior to the opening of Bids which clarify, correct, or 12. Construction Cost--The cost to OWNER of
change the Bidding Documents. those portions of the entire Project designed or specified
by ARCHITECT. Construction Cost does not include
2. Additional Services--The services to be costs of services of ARCHITECT or other design
performed for or furnished to OWNER by ARCHITECT professionals and consultants,cost of land,rights-of-way,
in accordance with Exhibit A.Part 2 of this Agreement. or compensation for damages to properties,or OWNER's
costs for legal, accounting, insurance counseling or
3. Agreement--This"Standard Form of Agreement auditing services, or interest and financing charges
between OWNER and ARCHITECT for Professional incurred in connection with the Project, or the cost of
Services," including those Exhibits listed in Article 8 other services to be provided by others to OWNER
hereof. pursuant to Exhibit B of this Agreement. Construction
Cost is one of the items comprising Total Project Costs.
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Between Owner and Architect for Professional Services
Page 8 of 12
13. (Modified) Contract Documents--Documents whether in printed or electronic media format, provided
that establish the rights and obligations of the parties or furnished in appropriate phases by ARCHITECT to
engaged in construction and include the Construction OWNER pursuant to this Agreement.
Agreement between OWNER and Contractor and all
documents referenced therein,Addenda(which pertain to 20. Drawings--That part of the Contract Documents
the Contract Documents), Contractor's Bid (including prepared or approved by ARCHITECT which
documentation accompanying the Bid and any post-Bid graphically shows the scope, extent, and character of the
documentation submitted prior to the notice of award) Work to be performed by Contractor. Shop Drawings
when attached as an exhibit to the Construction are not Drawings as so defined.
Agreement,the notice to proceed,the bonds,appropriate
certifications, insurance documents the General 21. Effective Date of the Construction Agreement--
Conditions, the Supplementary Conditions, the The date indicated in the Construction Agreement on
Specifications and the Drawings as the same are more which it becomes effective, but if no such date is
specifically identified in the Construction Agreement, indicated, it means the date on which the Construction
together with all Written Amendments, Change Orders, Agreement is signed and delivered by the last of the two
Work Change Directives, Field Orders, and parties to sign and deliver.
ARCHITECT's written interpretations and clarifications
issued on or after the Effective Date of the Construction 22. Effective Date of the Agreement--The date
Agreement. Approved Shop Drawings and the reports indicated in this Agreement on which it becomes
and drawings of subsurface and physical conditions are effective, but if no such date is indicated, it means the
not Contract Documents. date on which the Agreement is signed and delivered by
the last of the two parties to sign and deliver.
14. Contract Price--The moneys payable by
OWNER to Contractor for completion of the Work in 23. ARCHITECT's Consultants--Individuals or
accordance with the Contract Documents and as stated in entities having a contract with ARCHITECT to furnish
the Construction Agreement. services with respect to this Project as ARCHITECT's
independent professional associates, consultants,
15. Contract Times--The numbers of days or the subcontractors, or vendors. The term ARCHITECT
dates stated in the Construction Agreement to: includes ARCHITECT's Consultants.
(i)achieve Final Completion,and(ii)complete the Work
so that it is ready for final payment as evidenced by 24. Field Order--A written order issued by
ARCHITECT's written recommendation of final ARCHITECT which directs minor changes in the Work
payment. but which does not involve a change in the Contract
Price or the Contract Times.
16. Contractor--An individual or entity with whom
OWNER enters into a Construction Agreement. 25. Final Completion shall mean that all work has
been completed, all final punch list items have been
17. Correction Period--The time after Final inspected and satisfactorily completed, all payments to
Completion during which Contractor must correct, at no subcontractors have been made, all documentation and
cost to OWNER,any Defective Work,normally one year warranties have been submitted, all closeout documents
after the date of Final Completion or such longer period have been executed and approved by the OWNER,and
of time as may be prescribed by Laws or Regulations or the Pro j ect has been finally accepted by the OWNER.
by the terms of any applicable special guarantee or
specific provision of the Contract Documents. 26. General Conditions-That part of the Contract
Documents which sets forth terms, conditions, and
18. Defective--An adjective which,when modifying procedures that govern the Work to be performed or
the word Work, refers to Work that is unsatisfactory, furnished by Contractor with respect to the Project.
faulty, or deficient, in that it does not conform to the
Contract Documents, or does not meet the requirements 27. Hazardous Environmental Condition--The
of any inspection, reference standard, test, or approval presence at the Site of Asbestos, PCB's, Petroleum,
referred to in the Contract Documents, or has been Hazardous Waste, or Radioactive Materials in such
damaged prior to ARCHITECT's recommendation of quantities or circumstances that may present a substantial
final payment. danger to persons or property exposed thereto in
connection with the Work.
19. Documents--Data, reports, Drawings,
Specifications,Record Drawings, and other deliverables,
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Between Owner and Architect for Professional Services
Page 9 of 12
28. Hazardous Waste--The term Hazardous Waste standards by which such portion of the Work will be
shall have the meaning provided in Section 1004 of the judged.
Solid Waste Disposal Act (42 USC Section 6903) as
amended from time to time. 37. Shop Drawings--All drawings, diagrams,
illustrations, schedules, and other data or information
29. Laws and Regulations; Laws or Regulations-- which are specifically prepared or assembled by or for
Any and all applicable laws, rules, regulations, Contractor and submitted by Contractor to ARCHITECT
ordinances, codes, standards, and orders of any and all to illustrate some portion of the Work.
governmental bodies, agencies, authorities, and courts
having jurisdiction. 38. Site--Lands or areas indicated in the Contract
Documents as being furnished by OWNER upon which
30. PCB's--Polychlorinated biphenyls. the Work is to be performed, rights-of-way and
easements for access thereto, and such other lands
31. Petroleum--Petroleum, including crude oil or furnished by OWNER which are designated for use of
any fraction thereof which is liquid at standard conditions Contractor.
of temperature and pressure (60 degrees Fahrenheit and
14.7 pounds per square inch absolute), such as oil, 39. Specifications--That part of the Contract
petroleum, fuel oil, oil sludge, oil refuse, gasoline, Documents consisting of written technical descriptions of
kerosene,and oil mixed with other non-Hazardous Waste materials, equipment, systems, standards, and
and crude oils. workmanship as applied to the Work and certain
administrative details applicable thereto.
32. Radioactive Materials--Source, special nuclear,
or byproduct material as defined by the Atomic Energy 40. Substantial Completion--The time at which the
Act of 1954 (42 USC Section 2011 et seq.) as amended Work(or a specified part thereof)has progressed to the point
from time to time. where, in the opinion of ARCHITECT, the Work (or a
specified part thereof) is sufficiently complete, in accordance
33. Record Drawings--The Drawings as issued for with the Contract Documents,so that the Work(or a specified
construction on which the ARCHITECT, upon part thereof) can be utilized for the purposes for which it is
completion of the Work, has shown changes due to intended. The terms "substantially complete" and
Addenda or Change Orders and other information which "substantially completed"as applied to all or part of the Work
ARCHITECT considers significant based on record refer to Substantial Completion thereof.
documents furnished by Contractor to ARCHITECT and
which were annotated by Contractor to show changes 41. Supplementary Conditions--That part of the Contract
made during construction. Documents which amends or supplements the General
Conditions.
34. Reimbursable Expenses--The expenses incurred
directly by ARCHITECT in connection with the 42. (Modified) Total Project Costs--The sum of the
performing or furnishing of Basic and Additional Construction Cost, allowances for contingencies, the total
Services for the Project for which OWNER shall pay costs of services of ARCHITECT or other design
ARCHITECT as indicated in Exhibit C. professionals and consultants, cost of land, rights-of-way,
compensation for damages to properties,OWNER's costs for
35. Resident Project Representative--The legal, accounting, insurance counseling or auditing services,
authorized representative of ARCHITECT, if any, interest and financing charges incurred in connection With the
assigned to assist ARCHITECT at the Site during the Project,and the cost of other services to be provided by others
Construction Phase. The Resident Project Representative to OWNER pursuant to Exhibit B of this Agreement.
will be ARCHITECT's agent or employee and under
ARCHITECT's supervision. As used herein, the term 43. Work--The entire completed construction or the
Resident Project Representative includes any assistants various separately identifiable parts thereof required to be
of Resident Project Representative agreed to by provided under the Contract Documents with respect to this
OWNER. The duties and responsibilities of the Resident Project. Work includes and is the result of performing or
Project Representative are as set forth in Exhibit D. furnishing labor, services, and documentation necessary to
produce such construction and furnishing, installing, and
36. Samples--Physical examples of materials, incorporating all materials and all equipment into such
equipment, or workmanship that are representative of construction,all as required by the Contract Documents.
some portion of the Work and which establish the
Standard Form of Agreement
Between Owner and Architect for Professional Services
Page 10 of 12
44. Work Change Directive--A written directive to K. (Added) Exhibit K, "Indemnification" consisting of
Contractor issued on or after the Effective Date of the two(2) pages.
Construction Agreement and signed by OWNER upon
recommendation of the ARCHITECT, ordering an addition, 8.02 Total Agreement
deletion, or revision in the Work, or responding to differing
or unforeseen subsurface or physical conditions under which A. This Agreement (consisting of pages 1 to 12
the Work is to be performed or to emergencies. A Work inclusive, together with the Exhibits identified above)
Change Directive will not change the Contract Price or the constitutes the entire agreement between OWNER and
Contract Times but is evidence that the parties expect that the ARCHITECT and supersedes all prior written or oral
change directed or documented by a Work Change Directive understandings. This Agreement may only be amended,
will be incorporated in a subsequently issued Change Order supplemented, modified, or canceled by a duly executed
following negotiations by the parties as to its effect,if any,on written instrument. This Agreement along with the exhibits
the Contract Price or Contract Times. shall be read and construed as the same Agreement.
45. Written Amendment--A written amendment of the
Contract Documents signed by OWNER and Contractor on or
after the Effective Date of the Construction Agreement and
normally dealing with the non-architectural or non-technical
rather than strictly construction-related aspects of the Contract
Documents.
ARTICLE 8 - EXHIBITS AND SPECIAL
PROVISIONS
8.01 Exhibits Included
A. Exhibit A. "ARCHITECT's Services,"consisting of
nine(9)pages.
B. Exhibit B. "OWNER's Responsibilities," consisting
of two(2)pages.
C. Exhibit C, "Payments to Architect for Services and
Reimbursable Expenses,"consisting of two(2)pages.
D. Exhibit D. "Duties,Responsibilities and Limitations
of Authority of Resident Project Representative,"is not used.
E. Exhibit E. "Notice of Acceptability of Work,"
consisting of two(2)pages.
F. Exhibit F,"Construction Cost Limit,"is not used.
G. Exhibit G,"Insurance,"consisting of two(2)pages.
H. Exhibit H."Dispute Resolution,"is not used.
I. Exhibit I."Allocation of Risks,"is not used.
J. Exhibit J."Special Provisions"is not used.
Standard Form of Agreement
Between Owner and Architect for Professional Services
Page 11 of 12
IN WITNESS WHEREOF,the parties hereto have
executed this Agreement,the Effective Date of which is
indicated on page 1.
OWNER: CITY OF BAYTQWN ARCHITECT: BROWN REYNOLDS
WATFORD ARCHITECTS,
C.
GARRISON C. R AC
Printed Name ✓V 1��L� jQ
Title: Manager Title ZTVdg2 Lgo loll tc»f-
Date Signed: �b 7 V 0 Date Signed g'/ 6ld�l
Address for giving notices: Address for giving notices:
P.O.BOX 424 3535 TRAVIS STREET,SUITE 250
BAYTOWN,TEXAS 77422-0424 DALLAS,TEXAS 75204
Designated Representative(paragraph 6.02.A): Designated Representative(paragraph 6.02.A):
RICHARD E.CARTER,P.E. j' Y L L we;d.Y
Title:Director of Engineering Title: 1+4 l ILI�
Phone Number: (281)420-7154 Phone Number: ��
Facsimile Number: (281)420-6586 Facsimile Number: Cq 1 C- :?-4- f 7 w 1
E-Mail Address: dick.carter@baytown.org E-Mail Address:Khe'l 1//1�Waye4?
Standard Form of Agreement
Between Owner and Architect for Professional Services
Page 12 of 12
This is EXHIBIT A, consisting of 8 pages, referred to in and
part of the Agreement between OWNER and ARCHITECT
for Professional Services dated JON&.
Initial:
OWNER
ARCHITECT
ARCHTTECT's Services
Article 1 of the Agreement is amended and supplemented to include the following agreement of the parties.
ARCHITECT shall provide Basic and Additional Services as set forth below.
PART 1 --BASIC SERVICES(Modified)
A1.01 Schematic Design/Programming Phase
A. ARCHITECT shall:
1. Consult with OWNER to define and clarify OWNER's requirements for the Project and available data.
2. Advise OWNER as to the necessity of OWNER's providing data or services of the types described in
Exhibit B which are not part of ARCHITECT's Basic Services, and assist OWNER in obtaining such
data and services.
3. Consult with OWNER's consultants to coordinate the scope of the Project.
4. (Modified) Identify, consult with, and analyze requirements of governmental authorities having
jurisdiction to approve the portions of the Project designed or specified by ARCHITECT, including
but not limited to,requirement of the Texas Accessibility Standards of the Architectural Barriers Act.
5. Identify and evaluate potential solutions available to OWNER; and,after consultations with OWNER,
recommend to OWNER those solutions which in ARCHITECT's judgment meet OWNER's
requirements for the Project.
6. (Modified) Attend four (4) working design meetings with OWNER and OWNER'S consultants,
designated boards commissions, and/or city council to receive input into OWNER'S requirements for
the Project and evaluate potential solutions available to OWNER.
7. (Modified) Prepare a preliminary report (the "Report") which will, as appropriate, contain schematic
layouts illustrating the scale and relationship of the components, sketches, schedule of events,
preliminary site plans, building plans, sections and elevations, and conceptual design criteria with
appropriate exhibits to indicate the agreed-to requirements, considerations involved, and those
alternate solutions available to OWNER which ARCHITECT recommends. Preliminary selections of
major building systems and construction materials shall be noted on the drawings or otherwise
described in writing in the Report. This Report will be accompanied by ARCHITECT's opinion of
Total Project Costs for each solution which is so recommended for the Project with each component
separately itemized, including the following, which will be separately itemized: opinion of probable
Construction Cost, allowances for contingencies and for the estimated total costs of design,
professional,and related services provided by ARCHITECT and,on the basis of information furnished
by OWNER, allowances for other items and services included within the definition of Total Project
Costs.
8. Furnish three (3) review copies of the Report to OWNER within fifty (50) days of authorization to
begin services and review it with OWNER.
Page 1 of 8 pages
(Exhibit A—Architect's Services)
9. Revise the Report in response to OWNER's and other parties' comments, as appropriate, and furnish
five (5) final copies of the revised Report to the OWNER within ten (10) days after completion of
reviewing it with OWNER.
B. (Modified) ARCHITECT's services under the Schematic Design/Programming Phase will be considered
complete on the date when the final copies of the revised Report have been delivered to and accepted by
OWNER.
A 1.02 Design Development Phase
A. After acceptance by OWNER of the Schematic Design/Programming Phase documents and revised opinion of
probable Construction Cost as determined in the Schematic Desig r/Programming Phase, but subject to any
OWNER-directed modifications or changes in the scope, extent, character, or design requirements of or for
the Project,and upon written authorization from OWNER,ARCHITECT shall:
1. (Modified) On the basis of the above acceptance, direction, and authorization, prepare final Drawings
indicating the scope,relationships, forms size and appearance of the Project by means of plans, sections
and elevations,construction details and specifications together with the extent and character of the Work
to be performed and furnished by Contractor,including the quality levels for major materials and Project
systems. Specifications will be prepared,where appropriate,in conformance with the 33-division format
of the Construction Specifications Institute or other format agreed to in writing by OWNER and
ARCHITECT.
2. Advise OWNER of any adjustments to the Project schedule and the opinion of probable Construction
Cost and any adjustments to Total Project Costs known to ARCHITECT, itemized as provided in
paragraph A 1.01.A.7.
3. Make appropriate recommendations to the OWNER to adjust the Project size,quality or budget if at any
time the ARCHITECT's estimate of the probable Construction Cost or Total Project Costs exceed the
OWNER's budget.
4. Provide three full-size sets of documents for the OWNER's review and comment within forty(40) days
of authorization to begin services and review it with OWNER;
5. Revise the documents in response to OWNER's and other parties' comments, as appropriate, and
furnish five (5) final copies of the revised documents to the OWNER within ten (10) days after
completion of reviewing it with OWNER
B. (Modified) ARCHITECT's services under the Design Development Phase will be considered complete on
the date when the final copies of the revised documents have been delivered to and accepted by OWNER.
A 1.025 Construction Document Phase
A. After acceptance by OWNER of the deliverables in the Design Development Phase and the revised opinion of
probable Construction Cost as determined in the Design Development Phase, but subject to any OWNER-
directed modifications or changes in the scope,extent,character,or design requirements of or for the Project,
and upon written authorization from OWNER,ARCHITECT shall:
1. Prepare and furnish three (3) copies of the Bidding Documents, which shall include Drawings and
Specifications that establish in detail the quality levels of materials and project systems required for
construction, for review and approval by OWNER, its legal counsel, and other advisors, as appropriate,
and assist OWNER in the preparation of other related documents.
2. Update the opinion of probable Construction Cost and project schedule at 50% completion and 95%
completion of Construction Documents
Page 2 of 8 pages
(Exhibit A—Architect's Services)
3. Submit 15 final copies of the Bidding Documents and a revised opinion of probable Construction Cost to
OWNER within seventy(70)days after authorization to proceed with this phase.
4. (Added) Prepare additional line items in the Bid Tabulations, assuming the project documentation,
including plans and specifications,were originally prepared to reflect these items,as reasonably requested
by OVJNER,so long as this/these request(s)is made prior to the preparation of the final bid documents.
5. (Added) Provide technical criteria, written descriptions, and design data for OWNER's use in filing
applications for permits from or approvals of governmental authorities having jurisdiction to review or
approve the final design of the Project and assist OWNER in consultations with appropriate authorities.
B. (Modified) ARCHITECT's services under the Construction Document Phase will be considered complete on
the date when the submittals required by paragraphs A 1.025.A.3, A 1.025.A.4, and A 1025.A.5 have been
delivered to and accepted by OWNER.
A 1.03 Bidding or Negotiating Phase
A. After acceptance by OWNER of the Bidding Documents and the most recent opinion of probable
Construction Cost as determined in the Construction Document Phase, and upon written authorization by
OV*JNER to proceed,ARCHITECT shall:
1. Assist OVTNER in advertising for and obtaining bids or negotiating proposals for the Work and,where
applicable,provide 15 sets of plans and specifications.
2. Issue Addenda as appropriate to clarify,correct,or change the Bidding Documents.
3. Consult with OWNER as to the acceptability of subcontractors, suppliers, and other individuals and
entities proposed by Contractor for those portions of the Work as to which such acceptability is required
by the Bidding Documents.
4. (Modified)Attend the Mandatory Pre-Bid Conference and the Bid opening,prepare Bid tabulation sheets,
assemble contract documents, assist OWNER in both evaluating Bids or proposals and awarding
contracts for the Work.
5. (Added) Assist in connection with Bid protests, rebidding, or re-negotiating contracts for construction,
materials,equipment,or services.
B. (Modified) The Bidding or Negotiating Phase will be considered complete upon commencement of the
Construction Phase.
A 1.04 Construction Phase
A. Upon successful completion of the Bidding and Negotiating Phase, and upon written authorization from
OVvrNER,ARCHITECT shall:
1. General Administration of Construction Contract. Consult with OWNER and act as OWNER's
representative as provided in the General Conditions. The extent and limitations of the duties,
responsibilities and authority of ARCHITECT as assigned in said General Conditions shall not be
modified,except as ARCHITECT may otherwise agree in writing. All of OWNER's instructions to
Contractor will be issued through ARCHITECT, who shall have authority to act on behalf of
OVvrNER in dealings with Contractor to the extent provided in this Agreement and said General
Conditions except as otherwise provided in writing.
Page 3 of 8 pages
(Exhibit A—Architect's Services)
2. (Modified) Selecting Independent Testing Laboratory. Assist OWNER in the selection of an
independent testing laboratory to perform the services identified in paragraph B2.01.0,if any.
3. Pre-Construction Conference. Participate in a Pre-Construction Conference prior to commencement
of Work at the Site.
4. Baselines and Benchmarks. As appropriate,establish baselines and benchmarks for locating the Work
which in ARCHITECT's judgment are necessary to enable Contractor to proceed.
5. Visits to Site and Observation of Construction. In connection with observations of Contractor's work
in progress while it is in progress:
a. (Modified)Make visits to the Site at intervals appropriate to the various stages of construction,
appropriate to verify Contractor's payment requests, and as ARCHITECT and/or OWNER
deems necessary, in order to observe as an experienced and qualified design professional the
progress and quality of the Work. Such visits and observations by ARCHITECT, and the
Resident Project Representative, if any, are not intended to be exhaustive or to extend to every
aspect of Contractor's work in progress or to involve detailed inspections of Contractor's work
in progress beyond the responsibilities specifically assigned to ARCHITECT in this Agreement
and the Contract Documents, but rather are to be limited to spot checking, selective sampling,
and similar methods of general observation of the Work based on ARCHITECT's exercise of
professional judgment as assisted by the Resident Project Representative, if any. Based on
information obtained during such visits and such observations,ARCHITECT will determine if
Contractor's work is proceeding in accordance with the Contract Documents,and ARCHITECT
shall keep OWNER informed of the progress of the Work.
b. (Modified)The purpose of ARCHITECT's visits to,and representation by the Resident Project
Representative, if any, at the Site, will be to enable ARCHITECT to better carry out the duties
and responsibilities assigned to and undertaken by ARCHITECT during the Construction Phase,
and, in addition, by the exercise of ARCHITECT's efforts as an experienced and qualified
design professional, to provide for OWNER a greater degree of confidence that the completed
Work will substantially conform to the Contract Documents and that the integrity of the design
concept of the completed Project as a functioning whole as indicated in the Contract Documents
has been implemented and preserved by Contractor. ARCHITECT shall not,during such visits
or as a result of such observations of Contractor's work in progress, supervise, direct, or have
control over Contractor's work,nor shall ARCHITECT have authority over or responsibility for
the means, methods, techniques, sequences, or procedures of construction selected by
Contractor,for safety precautions and programs incident to Contractor's work,or for any failure
of Contractor to comply with Laws and Regulations applicable to Contractor's furnishing and
performing the Work. Accordingly, ARCHITECT neither guarantees the performance of any
Contractor nor assumes responsibility for any Contractor's failure to furnish and perform its
work in accordance with the Contract Documents.
6. (Modified) Defective Work. Recommend to OWNER that Contractor's work be disapproved and
rejected while it is in progress if,on the basis of such observations,ARCHITECT believes that such
work will not produce a completed Project that substantially conforms to the Contract Documents or
that it will prejudice the integrity of the design concept of the completed Project as a functioning
whole as indicated in the Contract Documents.
7. Clarifications and Interpretations;Field Orders. Issue necessary clarifications and interpretations of
the Contract Documents as appropriate to the orderly completion of Contractor's work. Such
clarifications and interpretations will be consistent with the intent of and reasonably inferable from
the Contract Documents. ARCHITECT may issue Field Orders authorizing minor variations from
the requirements of the Contract Documents.
Page 4 of 8 pages
(Exhibit A—Architect's Services)
8. Change Orders and Work Change Directives. Recommend Change Orders and Work Change
Directives to OWNER, as appropriate, and prepare Change Orders and Work Change Directives as
required.
9. Shop Drawings and Samples. Review and approve or take other appropriate action in respect to
Shop Drawings and Samples and other data which Contractor is required to submit, but only for
conformance with the information given in the Contract Documents and compatibility with the
design concept of the completed Project as a functioning whole as indicated in the Contract
Documents. Such reviews and approvals or other action will not extend to means, methods,
techniques, sequences or procedures of construction or to safety precautions and programs incident
thereto. ARCHITECT has an obligation to meet any Contractor's submittal schedule that has earlier
been acceptable to ARCHITECT.
10. Substitutes and "or-equal." Evaluate and determine the acceptability of substitute or "or-equal"
materials and equipment proposed by Contractor,but subject to the provisions of paragraph A2.01 of
this Exhibit A.
11. Inspections and Tests. Require such special inspections or tests of Contractor's work as deemed
reasonably necessary, and receive and review all certificates of inspections, tests, and approvals
required by Laws and Regulations or the Contract Documents. ARCHITECT's review of such
certificates will be for the purpose of determining that the results certified indicate compliance with
the Contract Documents and will not constitute an independent evaluation that the content or
procedures of such inspections, tests, or approvals comply with the requirements of the Contract
Documents. ARCHITECT shall be entitled to rely on the results of such tests.
12. (Modified)Disagreements between 0 97A ER and Contractor. Render formal written decisions on all
claims of OWNER and Contractor relating to the acceptability of Contractor's work or the
interpretation of the requirements of the Contract Documents pertaining to the execution and
progress of Contractor's work. In rendering such decisions,ARCHITECT shall be fair and not show
partiality to OWNER or Contractor.
13. Applications for Payment. Based on ARCHITECT's observations as an experienced and qualified
design professional and on review of Applications for Payment and accompanying supporting
documentation:
a. Determine the amounts that ARCHITECT recommends Contractor be paid. Such
recommendations of payment will be in writing and will constitute ARCHITECT's
representation to OWNER, based on such observations and review, that, to the best of
ARCHITECT's knowledge, information and belief, Contractor's work has progressed to the
point indicated, the quality of such work is substantially in accordance with the Contract
Documents (subject to an evaluation of the Work as a functioning whole prior to or upon
Substantial Completion, to the results of any subsequent tests called for in the Contract
Documents and to any other qualifications stated in the recommendation), and the conditions
precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far
as it is ARCHITECT's responsibility to observe Contractor's work. In the case of unit price
work, ARCHITECT's recommendations of payment will include final determinations of
quantities and classifications of Contractor's work (subject to any subsequent adjustments
allowed by the Contract Documents). The responsibilities of ARCHITECT contained in
paragraph A1.04.A.5.a are expressly subject to the limitations set forth in paragraph A1.04.A.5.b
and other express or general limitations in this Agreement and elsewhere.
b. By recommending any payment,ARCHITECT shall not thereby be deemed to have represented
that observations made by ARCHITECT to check the quality or quantity of Contractor's work as
it is performed and furnished have been exhaustive, extended to every aspect of Contractor's
work in progress, or involved detailed inspections of the Work beyond the responsibilities
specifically assigned to ARCHITECT in this Agreement and the Contract Documents. Neither
Page 5 of 8 pages
(Exhibit A—Architect's Services)
ARCHITECT's review of Contractor's work for the purposes of recommending payments nor
ARCHITECT's recommendation of any payment including final payment will impose on
ARCHITECT responsibility to supervise,direct,or control Contractor's work in progress or for
the means,methods,techniques, sequences, or procedures of construction or safety precautions
or programs incident thereto,or Contractor's compliance with Laws and Regulations applicable
to Contractor's furnishing and performing the Work. It will also not impose responsibility on
ARCHITECT to make any examination to ascertain how or for what purposes Contractor has
used the moneys paid on account of the Contract Price, or to determine that title to any portion
of the work in progress, materials, or equipment has passed to OWNER free and clear of any
liens,claims, security interests,or encumbrances,or that there may not be other matters at issue
between OWNER and Contractor that might affect the amount that should be paid.
14. Other Services.
a. Provide assistance in connection with the testing and adjusting of Project equipment or systems.
b. Assist OWNER in training OWNER's staff to operate and maintain Project, equipment, and
systems.
c. Assist OWNER in developing procedures for control of the operation and maintenance of,and
record keeping for Project equipment and systems.
d. Together with OWNER, visit the Project to observe any apparent defects in the Work, assist
OWNER in consultations and discussions with Contractor concerning correction of any such
defects, and make recommendations as to replacement or correction of Defective Work, if
present.
15. Contractor's Completion Documents.
a. (Modified) Receive and review maintenance and operating instructions, schedules, and
guarantees as prepared by the Contractor in accordance with the Contract Documents. Architect
will compile this information as provided by Contractor,and deliver three(3)copies of the same
to OWNER.
b. (Modified)Receive bonds, certificates, or other evidence of insurance not previously submitted
and required by the Contract Documents, certificates of inspection, tests and approvals, Shop
Drawings, Samples and other data approved as provided under paragraph A 1.04.A.9, and the
annotated record documents which are to be assembled by Contractor in accordance with the
Contract Documents to obtain final payment. The extent of such ARCHITECT's review will be
limited as provided in paragraph A 1.04.A.9.
c. ARCHITECT shall transmit these documents to OWNER within thirty days of receipt of
documents from Contractor.
d. (Added) Preparing and furnishing to OWNER Record Drawings on mylar showing appropriate
record information based on Project annotated record documents received from Contractor.
16. Substantial Completion. Promptly after notice from Contractor that Contractor considers the entire Work
ready for its intended use,in company with OWNER and Contractor,conduct an inspection to determine
if the Work is Substantially Complete. If after considering any objections of OWNER, ARCHITECT
considers the Work Substantially Complete, ARCHITECT shall deliver a certificate of Substantial
Completion to OWNER and Contractor.
17. (Modified) Final Notice of Acceptability of the Work. Conduct a final inspection to determine if the
completed Work of Contractor is acceptable so that ARCHITECT may recommend, in writing, final
Page 6 of 8 pages
(Exhibit A—Architect's Services)
payment to Contractor. Accompanying the recommendation for final payment,ARCHITECT shall also
provide a notice in the form attached hereto as Exhibit E(the"Notice of Acceptability of Work")that to
the best of ARCHITECT's knowledge,information and belief and upon the exercise of ARCHITECT'S
due diligence,the Work is acceptable and is in compliance with the Contract Documents.
B. Duration of Construction Phase. The Construction Phase will commence with the execution of the first
Construction Agreement for the Project or any part thereof and will terminate upon final payment to
Contractors.
C. Limitation of Responsibilities. ARCHITECT shall not be responsible for the acts or omissions of any
Contractor, or of any of its subcontractors, suppliers, or of any other individual or entity performing or
furnishing any of the Work. ARCHITECT shall not be responsible for failure of any Contractor to perform or
furnish the Work in accordance with the Contract Documents.
PART 2--ADDITIONAL SERVICES
A2.01 Additional Services Requiring OWNER's Authorization in Advance
A. If authorized in writing by OWNER,ARCHITECT shall furnish or obtain from others Additional Services of
the types listed below. These services will be paid for by OWNER as indicated in Article 4 of the Agreement.
1. (Modified) Preparation of applications and supporting documents (in addition to those furnished under
Basic Services) for private or governmental grants, loans or advances in connection with the Project;
preparation or review of environmental assessments and impact statements;review and evaluation of the
effects on the design requirements for the Project of any such statements and documents prepared by
others; assistance in obtaining approvals of authorities having jurisdiction over the anticipated
environmental impact of the Project; and assistance in obtaining on behalf of the OWNER permits not
otherwise included with the scope of Basic Services from all governmental authorities having jurisdiction
to approve all phases of the PROJECT designed or specified by ARCHITECT.
2. Services to make measured drawings of or to investigate existing conditions or facilities,or to verify the
accuracy of drawings or other information furnished by OWNER.
3. (Modified)Services resulting from significant changes in the scope,extent,or character of the portions of
the Project designed or specified by ARCHITECT or its design requirements including,but not limited to,
changes in size, OWNER's schedule, or character of construction; and revising previously accepted
studies, reports, Drawings, Specifications, or Contract Documents when such revisions are required by
changes in Laws and Regulations enacted subsequent to the Effective Date of this Agreement.
4. (Modified) Services resulting from OWNER's request to evaluate additional Phase alternative solutions
beyond those identified in Part I"Basic Services."
5. Services required as a result of OWNER's providing incomplete or incorrect Project information with
respect to Exhibit B; provided, such information was to be relied upon by ARCHITECT pursuant to
Section 6.01.EA of the Agreement.
6. Providing renderings or models for OV*TNER's use.
7. Undertaking investigations and studies including,but not limited to,detailed consideration of operations,
maintenance, and overhead expenses; the preparation of feasibility studies, cash flow and economic
evaluations, rate schedules, and appraisals; assistance in obtaining financing for the Project; evaluating
processes available for licensing, and assisting OWNER in obtaining process licensing;detailed quantity
Page 7 of 8 pages
(Exhibit A—Architect's Services)
surveys of materials, equipment, and labor; and audits or inventories required in connection with
construction performed by OVJNER.
8. Furnishing services of ARCHITECT's Consultants for other than Basic Services.
9. Services attributable to more than one prime construction contract.
10. Services during out-of-town travel required of ARCHITECT other than for visits to the Site or OWNER's
office.
11. Preparing for, coordinating with, participating in and responding to structured independent review
processes, including,but not limited to, construction management, cost estimating, project peer review,
value architectural, and constructibility review requested by OVJNER; and performing or furnishing
services required to revise studies, reports, Drawings, Specifications, or other Bidding Documents as a
result of such review processes.
12. Providing assistance in resolving any Hazardous Environmental Condition in compliance with current
Laws and Regulations.
13. (Modified) Preparing to serve or serving as a consultant or witness for OWNER in any litigation,
arbitration or other dispute resolution process related to the Project if ARCHITECT is not a party to the
same).
14. Providing more extensive services required to enable ARCHITECT to issue notices or certifications
requested by OWNER under paragraph 6.01.G of the Agreement.
15.Other services performed or furnished by ARCHITECT not otherwise provided for in this Agreement.
16. Property descriptions.
17. (Modified)Property,easement,right-of-way,and other special surveys or data,including
establishing relevant reference points.
18. (Added) Environmental assessments,audits,investigations and impact statements,and other relevant
environmental or cultural studies as to the Project,the Site,and adjacent areas.
19. (Added) Additional services during construction made necessary by (1) emergencies or acts of God
endangering the Work, (2) an occurrence of a Hazardous Environmental Condition, (3) Work damaged
by fire or other cause during construction,or(4)acceleration of the progress schedule involving services
beyond normal working hours.
A2.02 Required Additional Services
Not used
Page 8 of 8 pages
(Exhibit A—Architect's Services)
This is EXHMIT B, consisting of 2 pages, referred to in and
part of the Agreement between O R and ARCHITECT
for Professional Services dated�QJ' m.
Initial:
OWNER
ARCHITECT��W
OWNER's Responsibilities
Article 2 of the Agreement is amended and supplemented to include the following agreement of the parties.
B2.01 In addition to other responsibilities of OWNER as set forth in this Agreement,OWNER shall:
A. Provide ARCHITECT with all criteria and full information as to OWNER's requirements for the Project,
including design objectives and constraints, space, capacity and performance requirements, flexibility, and
expandability, and any budgetary limitations; and furnish copies of all design and construction standards which
OWNER will require to be included in the Drawings and Specifications; and furnish copies of OWNER's standard
forms,conditions,and related documents for ARCHITECT to include in the Bidding Documents,when applicable.
B. Furnish to ARCHITECT any other available information pertinent to the Project including reports and data
relative to previous designs,or investigation at or adjacent to the Site.
C. (Modified) Following ARCHITECT's assessment of initially-available Project information and data and upon
ARCHITECT's written request, furnish or otherwise make available such additional available Project related
information and data as is reasonably required to enable ARCHITECT to complete its Basic and Additional Services.
1. (Not Used).
2. (Not Used).
3. (Not Used).
4. (Not Used).
5. (Not Used).
6. (Not Used).
D. (Not Used).
E. (Modified)Authorize ARCHITECT to provide Additional Services as set forth in Part 2 of Exhibit A of the
Agreement as the OWNER determines is necessary.
F. (Modified)Arrange for access to and make all provisions for ARCHITECT to enter upon public property as
required for ARCHITECT to perform services under the Agreement.
G. Examine all alternate solutions, studies, reports, sketches, Drawings, Specifications, proposals, and other
documents presented by ARCHITECT (including obtaining advice of an attorney, insurance counselor, and other
advisors or consultants as OWNER deems appropriate with respect to such examination) and render in writing timely
decisions pertaining thereto.
H. (Not Used).
I. (Not Used).
Page 1 of 2 pages
(Exhibit B-OWNER's Responsibilities)
J. Advise ARCHITECT of the identity and scope of services of any independent consultants employed by
OWNER to perform or furnish services in regard to the Project, including,but not limited to, cost estimating,project
peer review,value architectural,and constructability review.
K. Furnish to ARCHITECT data as to OWNER's anticipated costs for services to be provided by others for
OV,JNER so that ARCHITECT may make the necessary calculations to develop and periodically adjust ARCHITECT's
opinion of Total Project Costs.
L. (Modified)If OV`JNER designates a construction manager or an individual or entity other than,or in addition
to, ARCHITECT to represent OWNER at the Site, define and set forth the duties, responsibilities, and limitations of
authority of such other party and the relation thereof to the duties,responsibilities,and authority of ARCHITECT.
M. Attend the pre-bid conference,bid opening,pre-construction conferences,construction progress and other job
related meetings,and Substantial Completion and final payment inspections.
N. Provide copies of daily observation reports prepared by OWNER's on-site representative to ARCHITECT
during construction phase.
Page 2 of 2 pages
(Exhibit B-OWNER's Responsibilities)
This is EXHIBIT C, consisting of 2 pages,referred to in and
part of the Agreement between OWNER and
AR fl TECT for Professional Services dated
101 rllal:�
Initial:
OWNER
ARCHITECT
Payments to ARCHITECT for Services and Reimbursable Expenses
Article 4 of the Agreement is amended and if any. Appropriate amounts have been
supplemented to include the following agreement of incorporated in the cost not to exceed to account
the parties: for labor, overhead, profit, and Reimbursable
Expenses.
ARTICLE 4--PAYMENTS TO THE ARCHITECT
4. Not Used.
C4.01 For Basic Services Having A Determined
Scope —Cost not to Exceed Method of 5. The portion of the amount billed for
Payment ARCHITECT's services will be based upon total
services actually completed during the billing
A. OWNER shall pay ARCHITECT for Basic period.
Services set forth in Exhibit A as follows:
1. (Modified) A cost not to exceed C4.02 For Basic Services Having An Undetermined
amount of $213,000.00, based upon the rate Scope --Direct Labor Costs Times a Factor
schedule, which is attached as Appendix 1 of Method of Payment
Exhibit C and incorporated herein for all intents
and purposes. This amount does not include A. (Not Used).
those Architect's Consultant's charges as
provided below in this Article 4, Subparagraph C4.03 For Additional Services
C4.05. The fee shall not exceed the following
for each itemized phase or category: A. OWNER shall pay ARCHITECT for
Additional Services as follows:
a. Schematic Design/
Programming Phase $31,200.00 1. General. For services of
b. Design Development Phase $52,000.00 ARCHITECT's employees engaged directly on
c. Construction Document Phase $72,800.00 the Project pursuant to paragraph A2.01 or
d. Bidding and Negotiating Phase $10,400.00 A2.02 of Exhibit A of the Agreement,except for
e. Construction Phase $46,600.00 services as a consultant or witness under
paragraph A2.01.A.13, an amount equal to
ARCHITECT's Direct Labor Costs based upon
3.2. (Modified) ARCHITECT may with the the rate schedule, which is attached as Appendix
consent of OWNER alter the distribution of 1 of Exhibit C and incorporated herein for all
compensation between individual phases noted intents and purposes plus Reimbursable
herein to be consistent with services actually Expenses and ARCHITECT's Consultant's
rendered, but shall not exceed the total cost not charges, if any. Additional Services shall not
to exceed amount unless approved in writing by exceed $0.00 without the prior written consent
the OWNER. of the Owner.
3. The cost not to exceed includes 2. (Not Used).
compensation for ARCHITECT's services and
services of ARCHITECT's Consultants(with the C4.04 For Reimbursable Expenses
exception of those outlined in paragraph C4.05),
Page 1 of 2 pages
(Exhibit C-Basic Services With Determined Scope--Cost not to exceed Method)
A. (Modified) OWNER shall pay B. (Not Used).
ARCHITECT for Reimbursable Expenses that are
associated with Additional Services at the rate set 4.07 Rate Schedule
forth in Appendix 2 of this Exhibit C. Before the
OWNER shall be liable for any reimbursable A. (Modified) The Rate Schedule includes
expenses,the ARCHITECT must obtain prior written the cost of customary and statutory benefits
approval of the OWNER of any expense that exceeds including, but not limited to, social security
$1000.00 for which the ARCHITECT seeks contributions, unemployment, excise and payroll
reimbursement. Reimbursable Expenses shall not taxes, workers' compensation, health and retirement
exceed$2,000.00. benefits, bonuses, sick leave, vacation, and holiday
pay applicable thereto; the cost of general and
B. (Modified) Reimbursable Expenses include administrative overhead, which includes salaries and
the following categories: mileage,parking tolls, long wages of principals and employees engaged in
distance, reproduction of Drawings, Specifications, business operations not directly chargeable to
Bidding Documents,and similar Project-related items projects, plus non-Project operating costs, including
in addition to those required under Exhibit A, and, if but not limited to,business taxes,legal,rent,utilities,
authorized in advance by OWNER. office supplies, insurance, and other operating costs;
plus operating margin or profit.
C. The amounts payable to ARCHITECT for
Reimbursable Expenses will be the Project-related B. External Reimbursable Expenses and
internal expenses actually incurred or allocated by ARCHITECT's Consultant's Fees include
ARCHITECT, plus all invoiced external ARCHITECT's overhead and profit associated with
Reimbursable Expenses allocable to the Project, the ARCHITECT's responsibility for the administration
latter multiplied by a Factor of(I.10). of such services and costs.
D. Not Used. C4.08 Other Provisions Concerning Payment
E. (Added) The OWNER must approve all A. Progress Payments. The portion of the
travel expenses before the same are incurred. If such amounts billed for ARCHITECT's services which
approval is not obtained, the OWNER shall not be are identified in paragraphs C4.01 and C4.03,will be
liable for such travel expenses. based on the Rate Schedule for the cumulative hours
charged to the Project during the billing period by all
C4.05 For ARCHITECT's Consultant's Charges of ARCHITECT's employees, plus Reimbursable
Expenses and ARCHITECT's Consultant's charges,
A. (Modified) Whenever compensation to if any.
ARCHITECT herein is stated to include charges of
ARCHITECT's Consultants, those charges shall be
the amounts billed by ARCHITECT's Consultants to
ARCHITECT times a Factor of (1.10). The
consultant charges shall not exceed the following
amounts specified for each of the following services,
unless approved in writing by the OWNER. The
charges include the factor,and are as follows:
Surveying
ADA Review..........................................$55500
Surveying...............................................$4,000
Geotechnical..........................................$4,000
C4.06 Direct Labor Costs
A. Direct Labor Costs means salaries and
wages paid to ARCHITECT's employees but does
not include payroll related costs or benefits.
Page 2 of 2 pages
(Exhibit C-All Other Services/Charges-- Cost not to Exceed Method of Payment)
APPENDIX 1 OF EXHIBIT C
RATESCHEDULE
Employee Classification Maximum
Hourly Rate
Principal $225.00
Senior Project Manager $185.00
Project Manager $160.00
Project Architect $135.00
Architect $110.00
Intern Architect $ 85.00
Administrative Assistant $ 70.00
Page 1 of 1 pages
(Appendix 1 to Exhibit C Rate Schedule)
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This is EXHIBIT E, consisting of 2 pages, referred to in and
part of the Agreement between OWNER and
ARC I ITECT for Professional Services dated
Initial:
OWNER
ARCHITECT
NOTICE OF ACCEPTABILITY OF WORK
PROJECT:
OWNER:
OWNER's Construction Contract Identification:
EFFECTIVE DATE OF THE CONSTRUCTION AGREEMENT:
CONSTRUCTION CONTRACT DATE:
ARCHITECT:
To: OWNER
And To: CONTRACTOR
The undersigned hereby gives notice to the above OWNER and CONTRACTOR that the completed Work
furnished and performed by CONTRACTOR under the above Contract is acceptable, expressly subject to the
provisions of the related Contract Documents and the terms and conditions set forth on the reverse side hereof.
By:
Title:
Dated:
Page 1 of 2 pages
Exhibit E-Notice of Acceptability of Work)
(Reverse side of Notice)
CONDITIONS OF NOTICE OF ACCEPTABILITY OF WORK
The Notice of Acceptability of Work ("Notice") on the front side of this sheet is expressly made subject to the
following terms and conditions to which all persons who receive said Notice and rely thereon agree:
1. Said Notice is given with the skill and care ordinarily used by members of the architectural profession
practicing under similar conditions at the same time and in the same locality.
2. Said Notice reflects and is an expression of the professional judgment of ARCHITECT.
3. Said Notice is given as to the best of ARCHITECT's knowledge,information,and belief as of the date hereof.
4. (Modified) Said Notice is based entirely on and expressly limited by the scope of services ARCHITECT has
been employed by OWNER to perform or furnish during construction of the Project(including observation of
the CONTRACTOR's work) under ARCHITECT's Agreement with OWNER and applies to facts that are
within ARCHITECT's knowledge or could or should have been ascertained by ARCHITECT as a result of
carrying out the responsibilities specifically assigned to ARCHITECT under ARCHITECT's agreement with
OWNER.
5. (Modified) Said Notice is not a guarantee or warranty of CONTRACTOR's performance under the
Construction Contract nor an assumption of responsibility for any failure of the Contractor to furnish and
perform the work thereunder in accordance with the Contract documents,unless ARCHITECT knew or should
have known of such failure and failed to notify the Owner of such failure and take appropriate action so that the
same were corrected and brought into compliance with the Contract Documents.
Page 2 of 2 pages
(Exhibit E—Notice of Acceptability of Work)
This is EXHIBIT G, consisting of 2 pages, referred to in and
part of the Agreement between OWNER and
AR HI ECT for Professional Services dated
O
Initial:
OWNER
ARC
r_o__
Insurance
Paragraph 6.05 of the Agreement is amended and supplemented to include the following agreement of the parties.
G6.05 Insurance
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
Errors&Omissions(E&O)
Limit: $500,000
Page 1 of 2 Pages
(Exhibit G-Insurance)
a. For all architects,and/or design companies.
b. Claims-made form is acceptable.
c. Coverage will be in force for three(3)years after project is completed.
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 A:VII or better.
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. City of Baytown, 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 City of Baytown, certified copies of all insurance policies and/or
certificates of insurance shall be furnished to City of Baytown's representative. Certificates of insurance
showing evidence of insurance coverage shall be provided to City of Baytown's representative prior to
execution of this agreement.
f. Upon request of and without cost to City of Baytown, loss runs(claims listing)of any and/or all insurance
coverage shall be furnished to City of Baytown's representative.
Page 2 of 2 pages
(Exhibit G-Insurance)
This is EXHIBIT K, consisting of 2 pages, referred to in and
part of the Agreement between OWNER and ARCHITECT
for Professional Services dated 1
Initial:
OWNER
ARCHITECT
ARCHITECT AGREES TO AND SHALL INDEMNIFY AND HOLD
HARMLESS AND DEFEND OWNER, ITS OFFICERS, AGENTS,
AND EMPLOYEES (HEREAFTER, 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 HIND, INCLUDING ALL EXPENSES OF LITIGATION,
COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR
DEATH OF ARCHITECT OR ARCHITECT'S EMPLOYEES
(HEREINAFTER, WHETHER SINGULAR OR PLURAL,
COLLECTIVELY REFERRED TO AS "ARCHITECT"). IN THE
EVENT OF PERSONAL INJURY TO OR DEATH OF
ARCHITECT, SUCH INDEMNITY SHALL APPLY (I) TO THE
FULLEST EXTENT ALLOWED BY LAW AND (II) TO THE
EXTENT ALLOWED REGARDLESS OF WHETHER THE
CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS OR
LIABILITY ARISE (I) IN WHOLE OR IN PART FROM THE
NEGLIGENCE OF OWNER OR (II) IN WHOLE OR IN PART
FROM THE NEGLIGENCE OF ARCHITECT. IT IS THE
EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH
ARCHITECT AND OWNER, THAT THE INDEMNITY PROVIDED
FOR IN THIS PARAGRAPH IS INDEMNITY BY ARCHITECT TO
INDEMNIFY AND PROTECT OWNER FROM THE
CONSEQUENCES OF (I) OWNER'S OWN NEGLIGENCE TO
THE EXTENT ALLOWED BY LAW, WHERE THAT
NEGLIGENCE IS A SOLE OR CONCURRING CAUSE OF THE
RESULTING INJURY OR DEATH OF ARCHITECT AND/OR (II)
ARCHITECT'S JOINT AND/OR SOLE NEGLIGENCE. SUCH
INDEMNITY SHALL NOT APPLY, HOWEVER, TO LIABILITY
ARISING FROM THE PERSONAL INJURY, DEATH, OR
PROPERTY DAMAGE OF PERSONS OTHER THAN
ARCHITECT THAT IS CAUSED BY OR RESULTS FROM THE
Page 1 of 2 Pages
(Exhibit K- Indemnification)
NEGLIGENCE OF OWNER. IN THE EVENT THAT ANY ACTION
OR PROCEEDING IS BROUGHT AGAINST THE OWNER 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
OWNER AND THE ARCHITECT.
The indemnity provided hereinabove shall survive the termination and/or expiration of
this Agreement.
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 OWNER in this Exhibit K shall control and supersede
any apportionment of liability or release of liability contained elsewhere in the
Contract Documents.
Page 2 of 2 Pages
(Exhibit K-Indemnification)