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CC Resolution No. 1311
2519 Resolution No. 1311 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, REQUESTING FINANCIAL ASSISTANCE FROM THE TEXAS WATER DEVELOPMENT BOARD; AUTHORIZING THE FILING OF AN APPLICATION FOR ASSISTANCE; MAKING CERTAIN FINDINGS IN CONNECTION THEREWITH;AND PROVIDING FOR THE EFFECTIVE DATE THEREOF WHEREAS,the City of Baytown,Texas(the"City"),hereby finds and determines that there is an urgent need for the City to construct improvements to the City's sanitary sewer system; and WHEREAS, such capital improvements cannot be reasonably financed unless financial assistance is obtained from the Texas Water Development Board (the `Board"); NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: An application is hereby approved and authorized to be filed with the Texas Water Development Board seeking financial assistance in an amount not to exceed SIX MILLION EIGHT HUNDRED TWENTY THOUSAND AND NO/100 DOLLARS ($6,820,000.00)to provide for the costs of constructing improvements to the City's sanitary sewer system. Section 2: Monte Mercer,Assistant City Manager/Finance Director of the City,is hereby designated the authorized representative of the City for purposes of furnishing such information and executing such documents as may be required in connection with the preparation and filing of such application for financial assistance and complying with the rules of the Board. Section 3: The following firms and individuals are hereby authorized and directed to aid and assist in the preparation and submission of such application and appear on behalf of and represent the City before any hearing held by the Board on such application, to-wit: Finnnciial�d'�isur IE1nglneer Sand �iunsel Drew Masterson Stan Cargill Frank McCreary First Southwest Company Wayne Smith&Associates, Inc. Vinson& Elkins, L.L.P. 333 Clay Street, Suite 4000 11821 East Freeway 2300 First City Tower Houston,Texas 77002 Houston,Texas 77029 1001 Fannin 713-654-8654 713-450-1300 Houston,Texas 77002-6760 713-758-2440 Section 4: This resolution shall take effect immediately from and after its passage by the City Council of the City of Baytown. 252o INTRODUCED, READ AND PASSED by the affirmative vote of the City Council of the City of Baytown, this the 8th day of May, 1997. /°'� c Cep PETE C. ALFA ATTEST: T EILEEN P. HALL, City Clerk APPROVED AS TO FORM: I ACIO RAMIREZ, SR. C ty Attorney c:\council\mcetings\may\twdbmst.8 2 Aar-10-97 08: 51A Jack McGuff 281 997 8103 P_ 02 T it E A M P. R I C A N - I N S T I T U T E 0' f A R C 11 1 T E, C T S EXHIBIT A — AIA 1Jr(cu?iwn1 R151 Abbreviated Form of Agreement Between Owner and Architect for (.'oaslracth»I Projects rf 1.i»cited ,Scope 1987 EDITION T'Ii/S' I)UCI.IMF.N7'11AS JAIPORTANT LEGAL. CONS1iQ7/ENC'Ii.S; CONS1;1.7A77ON AN ATTORNEY IS FN(:O1.%RAC1:1.) WITH RESPF.(.T TO 17:S COAf/11,1,7701V OR A101NhICA770N^ AGREEMENT made as of the —Mjjh 66 i�F clay of f 91 $ in tile year of Nineteen Hundred and h111NF- y ' 199 -I, BETWEEN the Owner: fA'amr nrrr!mlAr'r'e`) s 1-ry Q f zr&,LYp W 'CA. }*u'Ag.0w .Viet-k-SPftt.1rr 111 P, E 24o I M+,gK r &r - f�'iTb �-�.- and the Arc:hitece ek11`T�� is I,\'nme«nA nr1rA'c�a N y/�1 ri-rt5p�jo<�-P NT)=5 AO L fry TV^c7F3 W EIS I �J`h� �l/��� *� -I f>GPp.fANp For the following Protect: lIm IruL•drrnilrr!dP.u'riPri'el u�('n.pet, fur«bmr, ndrl.ca«nrl N'nlv.l Q� �IIYWL�Ar1-f�oL � �ELTF� gpp�x.Sly�4000 LOCO %*P't f im-, i'lle Owner and Architect agree as sct forth ')Clow. 17ri7h ' l llc�dArrh) 1tc, 17}nS Nei, ae'uilhunl wrhlrmn pCnnl.'.b vCl ull iLnI+gV tuA iI,\,l"h n(IeI III,. rhr Auw w . Ilopn rdUi l ion ul(ticnr,«r rill hu viu lit aUbxl:utpal q i oU rl"Ihwil l 5�+t'"'T h m. ._.._ cul•cliµllt hto:< ul Jlc I htiu'd 5cllrx:md will 1•c aul:rtl R I —_ _ BISI.1987 IW OOCUYEtA 011l1•AIf LIRE\'IAI'ELIOr.N.:R.AKl�llll'ECI At1RIiEMFNI'•'lI�RII�lA I IIN4'1'N^TIC b�NM) 111F AMFRIt AN IN511tillr.ltt Ak('.1111MIV. 1'.15 NVW Yt IRK AVENI'1;N WARNING:UnRneneed photocapllny vloletell U.S.cnlrydght levw end Is a+Mec1 to legd poor Klrtlo^. Apr-10-97 08: 52A Jack McGuff 281 997 8103 P_03 1'}?RNIS AND (:ONll1'IIONS OP AGRP.IChl1iN'I' lif:l\T'Itl{N O�C'NfR ANI) Alt(all'fl{('1-� 2.4 CONSTRUCTION PHASE—ADMINISTRATION ARTICLE 1 OF THE CONSTRUCTION CONTRACT ARCHITECT'S RESPONSIBILITIES 2.4.1 lhr ,Ut hin'rl \ u-.lnmsil rilnl n1 pn,t'id,' Ra�ir >rl ciie< 1.1 ARCHITECT'S SERVICES Inr lilt' 0lnntr,,I6,"I I'h:lnr tnlJcr 110, A9111-111P1111+n1111M'IPl "illl l ilt a\,':n,I-.I I h( 0,1111 it-1 In, O m,j I'Or 111 I':Intl In lflilmlo 'I I AI'ihiu'('I :. ::i nit;rs run:-i<I al Ihuo-, :r n'iirs Ire ill lhr nnlii I nl i<o-u:ilk,"to lhr O'olki nl it,, (inpl('.cnilit A,r Inl linlncd I+p Ihr ALi hilrrl, ,\I,hill<'1 .rugriny et•s anJ AR hilcCl Vitt nic"t nl (,tl lhl l',]III'1 Iht't1011'nI sid"1:I11tud (11I11yllPlil n)nl ,'u nsUll;ln lq a5 rl ulmif:Il C,I in Alli+li:I and < ,I 11\Is Al(1'1 11'. :l,ul :Inc otlttr crrvi(t> it InJrJ ill .\lilt It 1.' I,n,ciJ 2.4.2 'Ihr Nthprrl .hall r 1A r aalnnni,u alien I (:oil h 1.1.2 the Au-bilttI s .rrvirr•. :.hall fir pi 14,IO11:J as rslletli u':ut for Coll.I'm Linn :le srl h.,Ilh Njm% :ul,,l in III, r11pil,n nl tiny>I\' :L i. l',11 M1]II'I it „illt pro W:,,itntal 0,111 anti till., And Ili,. AIA 14 u'tll llrl,, A.'01, GlIK-1,11 ( "I'lljli,nt\ nl Ilm I.ultlCu'I I:11 'edit'( pn ry7 c,<nl lho \\elk. ('.n mflloinn. (unt'nl a. of Ihr Jan' „I hi:. :\j;trtnti nl. It( <t11,10s 1occtt-,I he Illi•, AFIrtvlr•n1 All xul,jrr1 p. 2.4.3 Dim,. ',,1" r.ibililic,ant l lt'l lill inn\,.d inn hnlil\,d dv' Ihr limn limil:llium: rl linr,l ill Suhp:u:IW:q-,Il 11 S.L \n lfltr,I •.h:Jl 'it.l h,-rr.Ili, trd. nlnJilird nr t'\n'naud tcilhnnl ..rlltt'u uFl ct'pu'nl nl tllr 11\\'un :Ind Ar.hi,,*,I \\i01 ro�rK ul nl \\high r„rt.rm .I c,ll n•n fir unrc:ry lnal d+ 'WrrL` /M1��Crt M V'"��/ ailhhcL 1, Jl+ll^EASb�1TAL �t (l0/ ) okl.hall a,lci,r 2.4.6 'I-fir AhIlil"I >hsdlhr:I h la'Inr•crn.n itt nl: auJ u,n cl dl \\nil Ir(loamI.l l l Jnnrl}: t nl,ua Adil Uulil final Larlu,lll n, till. t.�nnr:n'h 1r I., Jar :InJ I'I:r• an AJJilinnal ?rr ARTICLE2 ci,ri I ht'O\nir:ill,cl inn hrnn 1alit'to tiler durinl;du'rnl SCOPE OF ARCHITECT'S BASIC ES 2rin,m It, All hill ihrJ in ,fir [ nn'I' 'I for '\\inane u,nl. 2.4.5 'ill,,' ,\n Ilik',1 :11:d1 ci>i1 Ihr lilt aI inln+al. :q 1prupti:ni 2.1 DEFINITION lu lhr s(:11;, ,,I i.'it'll tlrl i(,t) to a, olhr l,t irr :ky.Irrd b\ Iht' (ltcnrt anJ :\n.'hiu',t in aliljnt; ❑r hru am I;rnn ally I.Iii,ili0r 2.1.1. '1'hr Ara'lfitct? <}1:Lii$ercke•a rnn>i:a of lhuadvsi rihp'l oilh IUr Pl nlprr., anJ qualilc ul 11k: Volk nvnl•h9r•tl and to ❑ry,It'1 Ihi III r('t' p11:1':r< I!h'111111td Li In\\', :Im „Ihc'r 5,•Iak T6 llrlgl'I nine in Ij lit,:1111 1,,' \Toll( I, h,'I11g pklr11111t'tl ill :I III:l11 + 'Ind in(InJr nnnnal::hui u1rd.m,J lani err indir;16119111aI Ihr \'(,Ilk \\hrn ,onlplrlc,.l \\ill fir itt :Iit IW. iJrnljlirJ in Ani\k I_,. U,11111,I CI('rUit al tit 1}!ilri'tring F('rrKI's Jan<,' \\'hh Ihi ( ,IIII:It'I 1)(•1'lln ll'nls Ihn\t'ct"I. Ihr Ar('11llrI shall nul lit-wgllm J 1,• I11:1ke t•slcnr.In r,u t„Jinn...'. 11 silt 2.2 DESIGN PHASE It1.pr,'t1o11a In (hock Ihr IPIIIIII\ 1pl .Iioolit, td thi \e'otk. (tit t)\\nl'r ahrIII:III,t. Illy h:o-i' .,I,m sill. nh.,t,;ll i,�u•+ a. it it Nrhilr(I. Ihi ,\" hilrrl 2.2.1 Ill, \rt hilrrl .hall li cir.c with Ih° .hall krrp tilt' 1 xt err inlom.....1 ,11 Ihr pn I}"".Ind (ju:dil)' it :II IIn„Ai his it, (I,iiig" ;ln,l (m ral tic(look nI Ill, Ih„jcrt ,fir \t nl k. :11111 >h:dl ,nt1t':1nnl n, pnanl ill, (t\\Ik:r ag;lin'.I a q xhrdult' Ir molk. f.lhn'r r.\Irn>irr If/r 2.2.2 1 w'J nn Ihr anti n.111, aC1irJ upon pn�1! nn. Jcli'i I� and Jrli, rnrir, m 11 rrp :"'"'Tile\\ unrl Dr r!r,r'rt'r! In rrr NN LI,Gin owl \i,','rt,'. I' anti runvnti film hudhit Ir,Inirnnrnc.. the Al,hill.il .h:dl apptm'al lit Ih( I)csigil Ilottlllit'nl. tun rlrtµ'r'llq',l m 15 u',nn',gIL ,, 2.) .hollF of (h a\cutM,: :1nJ ,11hr1 d., tiltit b al+pF+pri:llr lot' Ilse 2.4.6 I I, n 'hr \rr: hie rt :.hall n1'i Ila,i reel,,' 'n , ah:v1!r of I'I nj,tl,.InJ'•h:d1 glhnlil In Ills i)\coil :1 I\I t'lllllll llll\'l'sI IIll;llr nI :n ltl.It'll n�,l I.r o-•.I•„n•.i111r 611'('111P.Irlb 11,111 Illt't(Ile. Ilu9hntln ( 1111s1 I t1t(I,n, (.,nl. ICt111 lit ll It 4l ntYll'is„1 I'a,.t'oil,II,'•., I,I I•.,'s:l 1,1, 111'I',111 t1 ko, nil x n}•Ianl•. ill runnrtli in \\lilt dl(' \\rnk. einrr Ihi.r :uo 2.3 CONSTRUCTION DOCUMENTS PHASE :enlrlc lilt' 1'.I nn cu n,l., Icy,Ln<lbilil� nnJrr Ihr l;nnita,l bIr 2.3.1 Ra.c0nn111r'd1+1+n,t,dlk;\il;n I it n am(olm lilt Al I hilt t l (;In-dull ion 'Ihr \t,hilrrl Mall m,t IIo I'r<hnn•.ihL: lot Ilu: :.h:dl prrjl:nit It it*:II gnt,\;11 +c ,fir I Ilk Iit.I'. ( nnsl rl will,II Ih,I:n 1'onit it,:It I'P ., (It it, nr laiIt it n' ,::III, n„ Ihr Vork Ill Il1i111♦tun.i5lin}:nI I11:IRIIII^,:]n,l�p,','ih,]InH1c+r I I III q I t,it l l i I1 a,ulr 1:1111', ,,ilh lh(' I.unlrll(1 ltnrtllllilll•., lh, :\tl' 111,ti ),Ilan 'I and not II:II'i tnnnul ,nil. rn lhal'49' „I it,1. In Iml i........ nl Ihr till Ail lilt rigni,nnt-uc; fin Ihr\\„ll"lutli,ln Ill Ihr "'I lja' 1,1 .hall atici,i tilt• O\.nil' nl ant aJjJUIIliU1G fir I,rt'\' 1, ('.unlrat'un,Fuht\,nnatpu.. of ljtl;llal:rnl•.nr rl nl d,Iccr., I,r p','lie limit% ,,I L11 f it (:on`:Vvr(il,u 1.USI :Inc „IIItI p 1 n•. h'I' tglpnly Ill,Itiuna nl Illt' 2.3.2 2.4.7 1'It,- \ hilrrl .F,;11 p :dl nrlt Irni au r.,' Io Ihi \\ntk I'h< Al,ilil rll IrJI I si:•I Ilk (+wlu'1 ill ilnulit dl nl \cidt Ill. I I \n.l . I,%Ip. n 11 IIII, k'I nfling ,Ln'uult ill, n11a11ttl (,,I wi ktttrr it I. u, jiltll.1, III n Ia 1n •vt•' III,' :lppro,,0 nl t• ..(I nl It, will It.n ing jul'i,(Jit till 2•4.8 \I'rhnit l'<I,h,rn alinn..0 t.l c`::Ihtalunx,+I I,ct'r ill,' Proi,IL th, I'.nnlra,to,, Ajyliiatt•)Tl. bu 11a\nlr111. lilt' A,hilt to v11.111 2.3.3 Ihtlr•.r. pert Ill, in .\1 tli I, 1'. the At,hilr.'t. Inll...011g rt,ir,\ :md ",61% Olt hr :nwnml•. Llur I l'1nJtaI L•r Ihr lt..urr?: appnn':II M rhr li lnanu'I ilm I!nrtllnrl a. :ulJ tIl 111r Lm.l plrlilld" l\ t.1 i,a:ni nl (' 1111111'II n I t *hall an,1•I 2.4.9 Ih, i, I 11 , Ih1 (t...... ,11<l t I 1 n,tlht.�Alt IIII, '11is 0,m Ihr r 1„tit I' IIr nhl:Ill lit+} hill,, 1 n11},l ial,',I 11, p,,..11' :IU.1;ls'i'I catp Ills`II t111( ,Ih :1:• q,1\I( (ll 111 }t 11 1.a 1'.IJ7:,p11 _ i s.11111 e1111't. in a\c:u Jjny;anQ plop;u tnl!t'nnll:ll'1, 1(it "I'll lit 11.n1 —.. .— —.. .. _ —__..— ..--—. - ,,,,,- B151-1987 2 AIA DOCUMENT 0151 •A,ll1Rl1YIA I Il„+`+SLR.\I4,vi at +^11K t�A�INl tli•NI��'qu;`IIIIIN<.l t,ti t 1<. !✓wl.• IIIV ]NI Itll +N INSIIII'Il'411 AIV'l look `•',I11, 1 WAn NING:Ilnllcenscd phowallying oowea U.S.copyrlphl let's pond h eul+lect to Inge'p.o�ncutlon. data comprising the Contractor's Application for Payment,that they shall be paid for by the Owner as provided in this Agree- the Work, to the best of the Architects knowledge, infonna- ment. Such Additional Services shall include, in addition to tion and belief, has progressed to the point indicated and that those described in Paragraphs 3.2 and 3.3, budget analysis, quality of the Work, is in accordance with the Contract Docu- financial feasibility studies, planning surveys, environmental ments. The issuance of a Certificate for Payment shall not be a studies, measured drawings of existing conditions, coordina- representation that the Architect has (1) made exhaustive or tion of separate contractors or independent consultants, coor- continuous on-site inspections to check the quality or quantity dination of construction or project managers, detailed Con- of the Work, (2)reviewed construction means, methods, tech- struction Cost estimates, quantity surveys, interior design,plan- niques,sequences or procedures, (3)reviewed copies of requi- ning of tenant or rental spaces, inventories of materials or sitions received from Subcontractors and material suppliers and equipment, preparation of record drawings, and any other ser- other data requested by the Owner to substantiate the Contrac- vices not otherwise included in this Agreement under Basic Ser- tor's right to payment or(4)ascertained how or for what per- vices or not customarily furnished in accordance with generally pose the Contractor has used money previously paid on accepted architectural practice. account of the Contract Sum. 3.2 If more extensive representation at the site than is 2.4.10 The Architect shall have authority to reject Work which described in Subparagraph 2.45 is required, such additional does not conform to the Contract Documents ancf will have project representation shall be provided and paid for as set authority to require additional inspection or testing of the forth in Articles I 1 :cod 12. Work whenever, in the Architect's reasonable opinion, it is necessary of advisable for the implementation of the intent of 3.3 As an Additional Service in connection with Change the Contract Documents. Orders and Construction Change Directives, the Architect shall prepare Drawings,Specifications and other documentation and 2.4.11 The Architect shall review and approve or take other data, evaluate Contractor's proposals, and provide any other appropriate action upon Contractor's submittals such as Shop services made necessary by such Change Orders and Construe- Drawings, Product Data ancf Samples, but only for the limited [ion Change Directives. purpose of checking for conformance with information gI%cn and the design concept expressed in the Contract Documents. The Architect's action shall be taken with such reasonable promptness as to ctalsc no delay. The Architect's approval of a specific item shall not indicate approval of an assembly of which the Item is a component. When professional certification of performance characteristics of materials, systems or equip" ARTICLE 4 merit is required by the Contract Documents, the Architect shall be entitled to rely upon such certficaaion u3 establish that OWNER'S RESPONSIBILITIES the materials,systems or equipment will meet the performance criteria[ I-quired by the Contract Documents. 4.1 1lie Owner shall provide full information, including a pro- grain which shall se[ forth the Owner's objectives, schedule, 2.4.12 The Architect shall prepare Change Orders and Con- constraints, budget with reasonable contingencies,and criteria. struction Change Directives, with supporting documentation and data if authorized or confirmed in writing by the Owner as 4.2 '1"tic Owner shall furnish Sun cys describing physical char- providcd in Paragraphs 3.1 and 3.3, for the Owner's approval actcri.alics, legal limitations ;mel utility locations for the site of and execution in accordance with the Contract Documents, the Projcct, a w"nitcn legal description of the site and the se:r- and may authorize minor changes in the Work not involving an vices of geotcchnicl engineers or other consultants when such adjustment in the Contract Sum or an extension of the Contract sery ices are requested he the Architect. Time which are not inconsistent with the intent of the Contract Documents. 4.3 The Owner.shall furnish structural, mechanical, chemical, air and water pollution tests, tests for hazardous materials, and 2.4.13 The Architect shall conduct inspections to determine other laboratory and environmental tests, inspections and the dates of Substantial Completion and final completion and reports required by law or the Contract Documents. shall issue a final Certificate for Payment. 4.4 The Owner shall furnish all legal,accounting and insurance 2.4.14 The Architect shall interpret and decide matters con- counseling services as may be necessary at any time for the corning performance of the Owner and Contractor under [he Project, including auditing sconces the Owner may require to requirements of the Contract DOCUl1[ct1t5 un written request of verify the Contractor's Applications for Payment or to ascertain either the Owner or Contractor. The Architect's response to how'or for what purposes the Contractor has used the money such requests shall be made with reasonable promptness and paid by the Owner. w thin any time limits agreed upon. \%'hell staking such jitter- [)relations and initial decisions, the Architect shall cndc:n"or to 4.5 1lie foregoing services, information, sun"cys :cod reports secure filithful perfunazncc by both Owner and Contractor, shall be furnished X the Owner's expense, and the Architect w shall not sho partiality to either, and shall not be liable fix shall be crinkled to rely upon the accuracy and coniplctcnczs results of interpretations Dr decisions so rendered in good faith. thereof. 4.6 Prantpt written notice shall be given by file Ow[let to the Architect it the Owner becomes;warc of any fault or defect in ARTICLE 3 the Project or nonconformance with the Contract Documents. ADDITIONAL SERVICES 4.7 "the proposed language of certificates or c'ertilicaucins requested of the Architect or :Architect's consultants shall Ix 3.1 Additional Services shall be provided if authorized or corn submitted to the Architccn for review and approval :u least I firmed in writing by the Owner or if included in Article 12.and d:n s prior no execution. AIA DOCUMENT 8151 'AlUIRIA[A]'ED Dw'NEH-ARCHI"i FC'I AGHEEMEN1 •1111HD EDin ON•AI,A' •V I987 3 13151-1987 1In:AMLRICAN INN IIII 11; OF ARCHII crs. 1735 Nr:w yOHK A%E.NI'E. N No, aASHINGTON, D C. (HHX, WARNING:Unlicensed photocopying violates U.S.copyright laws and Is subject to legal prosecution. ARTICLE 5 ARTICLE 6 CONSTRUCTION COST USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS 5.1 DEFINITION 6.1 The Drawings, Specifications and other documents pre- 5.1.1 The Construction Cost shall be the total cost or esci- pared by the Architect for this Project are instruments of the mated cost to the Owner of all elements of the Project designed Architect's service for use solely with respect to this Project, or specified by the Architect. and the Architect shall be (teemed the author of these door 5.1.2 The Construction Cost shall include the cost at current ments and shall retain all common law, stamtxy and other market rates of labor and materials furnished by the Owner and reserved rights, including the copyright. The Owner shall be equipment designed, specified, selected or specially provided permitted to retain topics, including reproducible copies, of for by the Architect, plus a reasonable allowance for the Con- the Architect's Drawings, Specifications and other documents tractor's overhead and profit. In addition, a reasonable allow- for information and reference in connection with the Owner's ance for contingencies shall be included for market conditiotu use and occupancy of the Project. The Architect's Drawings, at the time of bidding and for changes in the Work during Specifications or other documents shall not be used by the construction. Owner or others on other projects,for additions to this project or for completion of this Project by others, unless the Architect 5.1.3 Construction Cost does not include the compensation of is adjudged to be in default under this Agreement, except by the Architect and Architect's consultants, the costs of the land, agreement in writing and with appropriate compensation to the rights-of-way, financing or other costs which are the respon- Architect. sibility of the Owner as prodded in Article 4. 6.2 Submission or distribution of documents To meet official 5.2 RESPONSIBILITY FOR CONSTRUCTION COST regulatory requirements or for similar purposes in connection with the project is not to be construed as publication in dcroga. 5.2.1 It is recognized that neither the Architect nor the Owner Lion of the Architect's rescrced rights. has control over the cost of labor,materials or equipment,ovcr the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions.Accord- ingly, the Architect cannot and does not warrant or represent ARTICLE 7 chat bids or negotiated prices will not vary from any estimate of ARBITRATION Construction Cost or evaluation prepared or agreed to by the Architect. 7.1 Claims, disputes or other matters in question between the 5.2.2 No fixed limit of Construction Cost shall be established parties to this Agreement arising out of or relating to this Agree- :s 3 condition of this Agreement by the furnishing,proposal or mcnt or breach thereof shall be subject Wand decided by arbi- establishment of a Project budget, unless a fixed limit has been nation in accordance with the Construction Industn• Arbicrr agreed upon in writing and signed by the parties hereto. fixed tion Rules of the American Arbitration Association eurrendy in limits, if any, shall be increased in The amount of an increase in effect unless the parties mutually agree otherwise. No arbirra the Contract Sum occurring after execution of the Contract for Lion arising out of or retiring to this Agrccrtent shall include,by Construction. consolidation, joinder or in ant Other manner, lln additional person or entity not it p:un. TO this Agreement,except by writ- 5.2.3 Any Project budget or fixed limit of Constmetion Cost Ten consent containing a specific reference co (his Agrcclient may be adjusted to rellecr changes in the general level of priees signed by the Owner,Architect,and any other person or emit' in The construction induscry w beteen the date of submission of sought to be joined. Consent ut arbitration involving :in addi- the Construction Documents to the Owner and The dine oil Tional person or entity shall not constitute consent to arbitrr which proposals are sought. Lion of any (hint, dispute or other matter in question nor 5.2.4 If a fixed limit of Construction Cost is exceeded by the described in the written consent. The foregoing agreement to lowest bona fidc bid or negotiated proposal, the Owner shall: arbitrate and other agmrnicnts to arbitrate o'ith an additional person or entity duly CmISCIuC(I to by The parties its this Agree- .1 give written approval of an increase in such fixed ment shall he specifically enforceable in accordance with appli. limit; cable jaw in any court having jurisdiction thereof. .2 authorize rebidding or rcnegmiating of the Project 7.2 In no event shall The demand for arbitr don be made after within a reasonable time; the date when institution of legal or equitable proccedingi .3 if the Project is abandoned. terminate in accordance haSCd on Such claim,dispute or ocher matter in question would with Paragraph 8.3; or be barred by the applicable statutes of limitations. .4 cooperate in revising the Project scope and quality as required To reduce the Construction Cost. 7.3 T'he award rendered by The arbitrator or arbivatttrs shall to linal,and judgment may be entered upon it in acaard:uec with 5.2.5 If the Owner chooses to proceed under Clause 5.2.4.4, applicable law in any court hating jurisdiction Thereof. the Architect, without additional charge,shall modify the Col tract Documents as necessary to comply with the fixed limit, if established as a condition of this Agreement.The modification ARTICLE 8 of Contract Documents shall be the limit of the Architect's responsibility arising out of the establishment of a fixed limit. TERMINATION, SUSPENSION OR ABANDONMENT The Architect shall be entitled to compensation in accordance with this Agreement for all services performed wheeler or nut 8.1 This Agreement may he terminated by either party upset the Construction Phase is commenced. not leas than seven days' written notice should the other party AIA DOCUMENT BITS 1 •ARBREVIATEDOUNER A RCI I ITECTAGREE.Nf.Nr•TIIIRD EDITION•AIA° •©190 THE AMERICAN INSTITUTE.OF ARCHITECTS, 1731 NEW YORA AVENL E.N,U.. ;L ASHING-1 ON, RC. 1aRR16 B151-1967 4 WARNING:Unlicensed photocopying violates U.S.copyright lava and Is subject to legal prosecution. fail substantially to perform in accordance with the terms of this ditions of the Contract for Construction, current as of the date Agreement through no fault of the party initiating the ter- of this Agreement. The Owner and Architect each shall require mination. similar waivers from their contractors, consultants and agents. 8.2 If the Project is suspended by the Owner for more than 30 9.5 The Owner and Architect, respectively, bind themselves, consecutive days, the Architect shall be compensated for set- their partners, successors, assigns and legal representatives to vices performed prior to notice of such suspension. When the the other party to this Agreement and to the partners, suc- Project is resumed,the Architects compensation shall be equit- cessors, assigns and legal representatives of such other party ably adjusted to provide for expenses incurred in the internp- with respect to all covenants of this Agreement.Neither Owner tion and resumption of the Architect's services. nor Architect shall assign this Agreement without the written 8.3 This Agreement may be terminated by the Owner upon consent of the other. not less than seven days' written notice to the Architect in the 9.6 This Agreement represents the entire and integrated agree- event that the Project is permanently abandoned. If the Project ment between the Owner and Architect and supersedes all is abandoned by the Owner for more than 90 consecutive days, prior negotiations, representations or agreements, either wrin the Architect may terminate this Agreement by giving written ten or oral. This Agreement may be amended only by written notice. instrument signed by both Owner and Architect. 8.4 Failure of the Owner to make payments to the Architect In 9.7 Nothing contained in this Agreement shall create a contrac- accordance with this Agreement shall be considered substantial tual relationship with or a cause of action in Favor of a third nonperformance and cause for termination. party against either the Owner or Architect. 8.5 If the Owner fails to make payment when due the Archi- 9.8 The Architect and Architect's consultants shall have no sect for services and expenses, the Architect may, upon seven responsibility for the discovery,presence,handling,removal or days' written notice to the Owner,suspend performance of ser- disposal of or exposure of persons to hazardous materials in vices under this Agreement. Unless payment in full is received any form at the Project site, including but not limited to by the Architect within seven days of the date of the notice,the asbestos,asbestos products,polychlorinated biphenyl(PCB)or suspension shall take effect without further notice In the event other toxic substances. of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. 8.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed prior ARTICLE 10 to termination, together with Reimbursable Expenses then due and all Termination Expenses. PAYMENTS TO THE ARCHITECT 8.7 Termination Expenses are in addition to compensation for 10.1 DIRECT PERSONNEL EXPENSE Basic and Additional Services, and include expenses which are directly attributable to termination. 10.1.1 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on Elie Project and the portion of to cost of dhcir mandatory and customary cun- Eributions and benefits related thereto, such :is cmploymcnl taxes and other statutory cnhployce benefits, insurance, sick- ARTICLE 9 leave, holidays, vacations, pensions and similar contributions MISCELLANEOUS PROVISIONS and benefits. 10.2 REIMBURSABLE EXPENSES 9.1 Unless otherwise provided, this Agreement shall he gov- ernedby the law of the principal place of business of the P P' y Architect. the Architect in the interest of the Project for: 9.2 Terms in this Agreement shall have the same meaning as .1 expense of transportation and living expenses in con- those in AIA Document A201, General Conditions of the Con- ncction with ouE-of-lown travel authorized by the tract for Construction,current as of the date of this Agreement. Owner' .2 long-distance communications; 9.3 Causes of action between the panics to this Agreement .3 fees paid for securing approval of authorities having pertaining to acts or failures to act shall be deemed to have jurisdiction over the Project; accrued and the applicable statutes of limitations shall conh- mence to run not later than tither the date of Substantial Conl- .4 reproductions; plction for acts or failures to act occurring prior to Substantial •5 postage and handling of Drawings and Spccilications: Completion, or the date of issuance of the final Certificate for .6 expense of overtime work requiring higher than regu P:avnhenE for acts or failures to act occurring after Substantial l ar rates, if authorized by the Owner; Completion. .7 renderings and models requested by the Owner; 9.4 The Owner and Architect waive all rights against each .8 expense of additional insurance coverage or limits, other and against the contractors, consultants, agents and including professional liability insurance, requested employees of the other for damages, but only to the extent by the Owner in excess of that normally carried by covered by property insurance during construction, except the Architect and Architect's consultants; and such rights as they may have to the proceeds of such insuraancc .9 expense of computer-aided design and drafting equip :is set forth in the cdidun of AIA Document A201,General Con- ment time when used in connection with the Project. AU DOCUMENT BISI •ABIREVIATEDOWNF.R A RCHITF.CTAGREE.MENT-I HIRD EDITION-AIA' •©19R7 5 B151-1987 THE AMERICAN INSTITUTE OF ARCH F.CTS. 1715 SEW YORK AVENUE,NW..WASHINGTON. D.C. IIMMxi WARNING:Unlicensed photocopying violates U.S.copyright laws and Is subject to legal prosecution. Apr-10-97 08: 52A Jack McGUff 281 997 8103 P_04 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES ,it, f l Sahpar.(grapil I I.2.t, (2) it ot,( dte lid Or bursa al is hiJ or ncgoti:n rd palposal-ur(2) it nn sit,h blL1 or pn gxrsal Is 10.3.1 Al) initial paytne•OI xe set forth in Far.,gf aph 11 1 is(tic rcccia•cd, the most rt milt prdimmary CStlnlal(' (If('riles Lleliun ndnlmum paymuu under rhis ngrecnlenr. (:os[ of det:Iilr(I cstlnlatC of Cunstiverion Cos[ for such I*x lions of the PrOlcct. 10.3.2 Suh.<cquco, p:p ixnts for linsi( Scrvievs shall tic ntallc mornhty and, Where applitahlc, s11311 he in pn gxndotl to se'r- 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL vices Performed wilhin cacti pltasv of servlre. SERVICES AND REIMBURSABLE EXPENSES 10.3.3 If and to Ilic MCI'( dial Ill(-dnlC inili llly c uhllshed in 10.4.1 Paynte•nl.c tin acrOtitil of ill(-Architect'. Additional Srr- sohptagntph II 4.1 of L1115 AgfCCmerll is cxccedcd or cx- clew anti fin Rcinlhursahlr Hxlxnsca <h:di he rnaJe monthly tcrlele'LI rhroogil IL)f:11111 r,t ill,-An'hilvet.conlpcOS:IliUll Ic"Ill}' srrvir('s)ClILIC[CL1 (Iuriug IhC additional period of Wne Shall lie upoll I'll.ionl:vino of fill- An'hi[ttt'S sertenlcrll of services )h 11.fi.2. rrndcrcd or cxprn>rs incurred rnnlpnlnl in Iho manner st•t lionh in SobpinR •ra I 10.3.4 \L'hol coolprn.<alion in on a per,,vnmgc of Cull 10.5 PAYMENTS WITHHELD xlnu(firrn Cuss and any punionw of Ibc PfoIcit are dcicn•d of Ulhefaa'l<e no(l'Vn�l nxlcd,iUlllpcllc;ll il,rl fur Ihuv'IM lrtiUnc I,f 10.5.1 Nil(III :." il ono([hall br nl'.'il frUm III- Ill pa mu'Cot to the pmlec, s11:111 by p:l)'ahlc to Elie cxn;nl Srn iron :uo pc( (cnsatinp nn arrunnl nl sun,w wiihhrld I}ntn pay'mm�ls to I,gnw,I nn those pun it m.<, in:a-ill ld:In(e a('iIll 11w s,'hrdalc sat ru,ituetufs ARTICLE 11 BASIS OF COMPENSATION l tit' I),,ncr slull Conlp<•nsal,' file Afchitm, xw follow'£: r 'I 11-1 nN(k. Lp,f.IA l nil N'I (II' �E 7kU60D TOUA. RUNIX'zD wh:Jl hC nladc upon c<rrm L,o ul this Agn•rnlrnE and cft'(litt•d it,IhC Oacncr'S aecnunl :n linal p:lcnu•nl 11.2 BASIC COMPENSATION 11.2.1 1`0I( BASIC SF.RCICIiS, :Is(leso ihrd in Article 2,11r„I:IIIY odtCr.q'rci(ew in,Itl,lcd in AllirlP 1 2 as parr of Hxwia Sr(t'itti s. R;(wir C( ngx'rlp:Ilion SII;lll he tomp,ucd ;is hlllola;o I I tl , r P!•nllv.(..11 ra./'. nJlinn l4 un/nq.o/n.luba.urn♦ vulrPl."..a/v�avru�n+g.•.rod illnnlll/ue,,.+nu�l.i.Lr"• •,I,birrnrpn�/,a/, m/.i' ..rlenCrrp'Irh' if•r .u) ) I � � Of fiv4AL 6 )TrAUcTION �wl of TWE �E(''T I6AS* 0A3 TA" 01 111�DIflN1 �rrpEas�rp� -TA&LIP h� G�R11E o IA)J CemPF71s"0l,1 (60-vt A) , DRAFT u is h:ISrd on a<lipulalyd stlnf nr I.acmap-Iif(.Un?I,II,-I inn Cowl.l.ruglv:c pacmonis I-If I'll wi('-acrl'icew 71.2.2 IX'h('n; nnpens;u iult in rti h ph:(sr shall Ini:J [Ile ILllolc iug percculagcs nI ill(, lolal Nksic Co1llpcns:111I 0 p;o dhlo. ,Ln,i ,e Lplin„„r ldan..n "If,,./.rltll..1 ��a pru'r 1111 � I^) - t- F1rrt— ( perrrnl l:uuwinx-tl(q, Ih,anlncnre l'h:ro' l.w-f111E lAtL011(15':60 Inc lun ulfL•LI pelt cN 11 nUs.l 'ilnal If,c.L:(:on q,cnw;u iun'. _ AIA DOCUMENT YIfiI •A14una L(I I:Ill>,tNl-.II TIICI{I141'I AUNI-P.M1iI(Nf• IIIIxn I'imi;7 •AIA' • '•Ux' B1S1-1997 6 fill'.AAww IC.aN INwI I P I f"M All' nil rr;T��, t:ti NEu' Y(IXA da'IINI'I., N.a1'. `s,M1.111NGt(,N. I C. 9wuw. WARNING:Unllcnnae0 photo ,irglny x1olNes U.S,copyrlgM[awa and If sublact to legal pmmcutlon. 1 Apr-10-97 08: 52A Jack MCGuff 281 997 8103 P .05 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 F( It Plt(tll'.0 I' RI'.I'Itl'>LN'I:N1 ION I11..)ONU ItASIC SHR\ICI:9, IN •it„Iik-0 ill Po' I;r 1p$l i,�, trrrvl,rn,;llir,n shall In R��Rro li .3 •� 11.3.2 F(lit :\UI)I I Ir,),NAI.M:Ii\'It:ILN OI, IIII! :\KCIII II:Aal plot (It(I nndrr Allik.IC Srn id,'nllflll l ill A ilikA I.'.,'(Mlilt n>alildl"b:lll Ilk- rnnlpill"k" Grq,I\c• .er. •ln.lu .n,r ••u:/ „dnpl, u/ /y ,I 11 rnr;1'..p•r ha lh q� ml r ,y.r..l,... u.l r.l,'vb/r I'u•.pvl,r nl rLr •rl, " . nl........ a v..l'.... ,r(RL, q rr,r..n,r .. e' .rr a .•. r • •.r e y .. ld..•rnl, .L..,r/n .rr:'r,...l.,nbn 1.(., y+l.,.l. . ' P141acIPAL (JAcY. ln`bufif ,JA - AlA� �S,OD Ft.R ;OjP, DR14f7bm" W, *ok• 30. 4 fitR FOUR- D(4:1 11.3.3 1 OR M 11111-II)N,\L'�I R\1(:I[l L it ( i )N>I'CI-AN'I S.I'll li111il 19 inlditi''ool<I111, w:11, lurk h;uliud:nkl rl„Ilinll rn)!Inrl'IjII;:.rl t ",,I Ihna•pnn idt,l Tulin .A,li,k".i idtulilwd in 411ir 1r 12 a.IVIL ill Adrliliclnal).t-I,It r.,a nudliplr,rl OI Pmlu"r-MA f 10 iBlur:• Ihr :II❑r tUl11". hi110111r, Ihr :\I,NWO lul "It]I it k". r l.b+::nr•l"'rle !q+"�^I r nr.'hr.v..•: brn 1.' l.' rl •.-.l•nn:U 11.4 REIMBURSABLE EXPENSES 11.4.1 Pr 7lt lfl`.1\IUl'RS,\IILI I:\ITN<C��\�...:I.Jr.n�1Iln'tl in l`.uagrallh lU.l.:unl anc rnhr I it(-III, Ilk,IuJ,J ill:Vli,1,' 1!:,n Ill.it'll m,:II ill*Et1,on4 a nnillildr ul Ohlr �^• I TEK nu mlyd h\ I r :\It hilt',I. II It: Al rllik',I.. rinpincCr'. :uul run.ulglnl•; iu Iht' inlrnal ,d'IUC 1'n,jrrl. 11.5 ADDITIONAL PROVISIONS 11.5.1 IP l Ill:BASIC51-R\Il.VNrrIrrrl•dh, tIii.<Agrccnu'r,I11:n r Itnr hctll rInnl'JrIrJ milhi11 1^tee•I , e hrc,and llal lin,r h.Jl V 1 Q•.4. )nn nrlh.111 lhC tl(I I(•1I( I'tld,I nt µ11t11 nrI I:n111 uj lilt.lilt.:\u I"'("'CSM1•n,itm \R hOcrl t:•vn ir . l � hr 'rout„'no:nr I d:: pill,idr,l iI, �u1.11:tI:I}:l:q rll. In.4t and I I.i,I. 11.5.2 I'arnu'nl, an' dta' :Intl pacal dr -rj4IR1;(/ I 3d ) Jat. In mr Ihr ,IaI,' Id Ihr \n hilr:Cl'c incni,r. Anu nlnlc nnlluid '--Nlp,7Y or4H 1 10I Idac>:IpCr dlr in,niCC r,I,ur,h:dl hr:lr ml,:n.I:n dlr l:nc.:nrorrll ln'll rtc.nr III Ihr :IhY'nr;C IN to d ;I 111C I,'31,11 Cllr prmliling llnnl Iin,v it, Blot it III,- plint Ip:II jll:lr l' nl,`h^u•inr•.: ,11 Ihr .\It hil,;t l rn:.n!r:n,,.J r n.�..•d nrrr..,r op....1 � � OLD iJL LI^S%u'��' �{IY10U � R�r 1J1A 1_ Ac4wE AT 1A RA7:,� .,r.ep, rd.. :rr, ,. r.I:O J•. ,r, .../.,n1.l .v.r.nrr;l.r ', r.rl... .. ..rl.rr a.r ,rr•,., rl, r.lm•I:, veve r.r..• rL. !%.. n•1'/. M, ....l dJl.rl rL. ..bn'•�I mr./.r lr nr•m •!• b.(.p rny.ul pLer !r .• rl / Ir ° I rn.rr,n p"l..r. rn••-,. I r /.r..+ 11.5.3 I'hv Lllc'..Ind unlb ildl:,•<1 f rrlh h 1 Ad,hlinu.Il >tI '1rr•>Ird1 h, un lmdl, 04ll,lyd In I, nd,rnrr ui1 it n••/nl A '•:Aare n•,ir., )ua,lirrs nl II it' :\r,i lit,'t •111 DOCUMENT 9151 .911PpIl Lil 1'.1 (1\cv11:)91.IIIR, Inr,Ilt:P1 •IIIIIp.pnlllr ry•:\I,' I-•.,- 8151-1987 7 'im A46IaY\`+ Iv>.I1 It.11' „1' AI<, 11111 , I, I'•'. At\X l0kK a\1'.NI'll NM . ,\•V�IIINt•„I�' Irr :rarl.� wnnNING:UnGcmeed pholocnMla9 vlolerea U.S.copyright 1,, . and Is whin[to legal omzecullon. Api--10-97 08: 62A Jack McGuff 281 997 8103 P . 06 ARTICLE 12 OTHER CONDITIONS OR SERVICES //rb,•,I Ar'.pilvi.ur.u/ulNn'.,rrra•., i.Avni/T.Idrtrinuud h•rrirm ind...All uvrhin heir lv,ni.nv!„n.nl6Wn,m m Ur/,a. •a„I•,n.t,nm/rrnrnin.i Aomr uu IurAx/Irr Ibg,1R•r:nu'rJ 1 keriz -M 11Ti-^ -+© uNttA `Su#pLjwIsrAarL - Gi;mt�norJS r 'Phis ARreetllellt (71"I1e(CLI Ill") as <rf the day and year fint written aNive. ARCII1TFA.f OWNER (Srl;rvuuTl (.tiifjwrr.rP) ----- (hinrerl rv.nu`Nnr!line) (/4inhd lime wo title) _ AU DOCUMENT till •AbbREV1A1EUuWNER-ARUUTECTAGRIEMf:NT•T111R VPMt'''NNT0NU'DC, •r`�IW�� Blsl-�987 e VAR AMERII:AN INSTITItTE Of AIICInTurm 173S NEw YORN AVENUE.N m„ i TABLE A TABLE OF MEDIAN COMPENSATION Basic Engineering Construction Charge Fee Cost (Percent) Dollars $ 150 , 000 10. 80 $ 16, 200 175, 000 10. 57 18,498 200, 000 10. 34 20, 680 225, 000 10. 11 22 , 748 250, 000 9 . 88 24 , 700 275, 000 9 . 64 26, 510 300, 000 9 . 40 28 , 200 350, 000 9 . 27 32 ,445 400, 000 9 . 14 36, 560 450, 000 9 . 01 40, 545 500, 000 8 . 88 44 ,400 550, 000 8 . 75 48 , 125 600, 000 8 . 62 51,720 650, 000 8 . 49 55, 185 700, 000 8 . 37 58 ,520 750, 000 8 . 23 61,725 800, 000 8 . 10 64 , 800 850, 000 7 . 97 67 , 745 900, 000 7 . 84 70, 560 950, 000 7 . 72 73 , 340 1, 000, 000 7 . 60 76, 000 1, 250, 000 7 . 53 94 , 125 1, 500, 000 7 . 46 111, 900 1, 750, 000 7 . 39 129 , 325 2 , 000, 000 7 . 32 146 , 400 2 , 250, 000 7 . 24 162 ,900 2 , 500, 000 7 . 17 195, 250 2 , 750, 000 7 . 10 210, 900 3 , 250 , 000 6. 95 226, 200 3 , 500 , 000 6. 88 240, 800 3 , 750 , 000 6. 81 255, 375 4 , 000 , 000 6. 74 269 , 600 4 , 250, 000 6. 67 283 , 475 4 , 500, 000 6. 60 297 , 000 4 , 750, 000 6. 52 309 , 700 5, 000, 000 6. 45 322 , 500 5, 250, 000 6. 38 334 , 950 5, 500, 000 6. 30 346, 500 6, 000, 000 6 . 25 375, 000 7 , 000, 000 6 . 19 433 , 300 8 , 000, 000 6 . 13 490, 400 9, 000, 000 6 . 07 546 , 300 -32- SUPPLEMENTAL CONDITIONS These supplemental conditions shall supersede and control over the Terms and Conditions of Agreement between the Owner and the Architect to the extent that there is conflict. 1. Add the following to the end of article 2.1.1: "and normal civil engineering services." 2. Add the following to article 2.2.1: The Architect shall recommend to the Owner the best alternative based on a review of the Owner's needs with regard to the Project, including, but not limited to, site evaluation, needs surveys, comparisons with other municipal projects, review of budgetary constraints and other preliminary investigations necessary for the Project. The Architect shall prepare a report specifying the Architect's findings, conclusions and recommendations with regard to the Project. 3. Revise the text preceding the first comma in article 2.2.2 to read as follows: "Based upon the mutually agreed-upon program and schedule," 4. Add the following article 2.2.3: Following the review of the design documents and the preliminary estimate of construction costs described in article 2.2.2, the Owner will determine the feasibility of the Project. The Architect and the Owner will mutually adjust the scope of work, if required to accommodate available funds for construction costs, thus establishing a project budget. 5. Change article 2.3.1 to read as follows: Based on the approved Design Documents, the Architect shall prepare for approval of the Owner the final construction documents, which shall include, but not be limited to, the bid documents, contract drawings and specifications. The Architect shall assemble and reproduce the contract documents using the Owner's pre-approved form contract for the contract between Owner and Contractor. The contract documents shall include the designs and specifications and other changes as required to fulfill the purposes of the Project. The Architect shall advise and obtain the written approval of the Owner of any adjustments to previous preliminary estimates of Construction Costs prior to proceeding; otherwise, the Architect shall revise the design documents to meet the project budget. 6. Change article 2.3.2 to read as follows: The Architect shall be responsible for gathering and submitting all necessary information and documentation as may be requested or required by governmental authorities having jurisdiction over the Project. 1 Architect's Initials Owner's Initials Curves of Median Compensation CURVES A AND B o E m .bm 0 O N C U .0 W v c - c 10 C > ui c W C L U Q N y O ? N « N N N 3 V � 1D > E u -Y E u E V c w t o o p OEi U N A d� w E w T W L N E ALL N LL N O m y m w= j K N L•_ � Q N ° C .n o O w U O ° f0 "O a ` N LL a m ui > a a 3 W a N E E W 0 V E E c cZL dv Zo N J E a - 2 E u ° ac c E m E y O o ._ v vE ._ ai c E u m 0 P o ° c u f° w > Jam, r E •aa G 0 JQ- O O N U N H y M O L a v C N ` O O v p U U 0 3o f° O c Z -IT � 3 u c v _ � N n c a _O ,•- u U 2 c w u 3 !^ fO n v a F- c o 0 v o G W Y C CO O o a .n o u o U O b d N > C U L u tI- ca »=`. 3 uw � m � ^ y N 3 co E c w 1N3Od3d-30NVHD 3ISV8 0 z 7. Change article 2.3.3 to read as follows: The Architect, following the Owner's approval of the Construction Documents and of the latest preliminary estimate of Construction cost, shall obtain competitive bids, with the assistance of the Owner, and prepare contracts for construction. 8. Delete the following from the last portion of article 2.4.1: ,.or 60 days after the date of Substantial Completion of the Work." 9. Change article 2.4.2 to read as follows: The Architect shall provide administration of the Contract for Construction as set forth below and pursuant to the Construction Documents as defined in the Owner's Standard General Conditions of Agreement. 10. Change article 2.4.5 to read as follows: The Architect shall visit the site at intervals appropriate to the stage of construction or as otherwise agreed by the Owner and Architect in writing to become familiar with the progress and quality of the Work completed and to determine if the Work is being performed in a manner indicating that the Work when completed will be in accordance with the Contract Documents. The Architect shall visit the site at least weekly to perform required inspections and to verify each payment requested by the Contractor. On the basis of on-site observations,the Architect shall keep the Owner informed of the progress and quality of the Work and shall endeavor to guard against defects and deficiencies in the Work. The inspections required in this paragraph shall entail the visual observation of construction to permit the Architect to render his professional opinion as to whether the Contractor is performing the Work in a manner indicating that, when completed, the Work will be in accordance with the Contract Documents. Such observations shall not be relied upon by the Contractor as acceptance of the Work, nor shall they relieve any party from fulfillment of all of their respective obligations and responsibilities, whether contractual or otherwise. 11. Change the last sentence of article 2.4.6 to read as follows: The Architect shall not have control over or charge of acts or omissions of the Owner or Contractor, or their respective subconsultants, agents or employees. 12. Change article 2.4.12 to read as follows: The Architect shall prepare Change Orders and Construction Change Directives, with supporting documentation and data for the Owner's approval and execution as part of the basic services if such changes are caused, in whole or in part, by the Architect's services rendered pursuant to this Agreement or minor in character, as determined by the Owner. For all other Change Orders and Construction Change Directives,the Architect shall prepare the same together with all supporting documentation and data if authorized or confirmed in writing by the Owner as provided in Paragraphs 3.1 and 3.3, for the Owner's approval and execution in accordance with the Contract Documents. The Architect shall authorize minor 2 Architect's Initials Owner's Initials changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 13. Delete the following from article 2.4.14: ..and shall not be liable for results of interpretations or decisions so rendered in good faith." 14. Add the following articles: 2.4.15 The Architect shall exercise usual and customary professional care in the preparation of drawings, and his designation of selection of materials and equipment, and the selection and supervision othis personnel and the performance othis services pursuant to this contract to meet the recognized industry standards. 2.4.16 The Architect shall procure and maintain at his sole cost and expense for the duration of the contract insurance against claims for injuries to person or damages to property which may arise from or in connection with the performance of the work hereunder by the Architect,his agents,representatives, volunteers, employees or subconsultants. 2.4.16.1 The Architect's insurance coverage shall be primary insurance with respect to the Owner,his officials, employees and agents. Any insurance or self- insurance maintained by the Owner,his officials, employees or agents shall be considered in excess of the Architect's insurance and shall not contribute to it. Further, the Architect shall include all subconsultants, agents and assigns as additional insureds underhis policies or shall furnish separate certificates and endorsements for each such person or entity. All coverages for subconsultants and assigns shall be subject to all of the requirements stated herein. 2.4.16.2 The following is a list of standard insurance policies along with their respective minimum coverage amounts required in this Agreement: a. Commercial General Liability ■ General Aggregate: $1,000,000 ■ Products & Completed Operations Aggregate: $1,000,000 ■ Personal & Advertising Injury: $1,000,000 ■ Per Occurrence: $500,000 ■ Fire Damage: $500,000 ■ Coverage shall be at least as broad as ISO CG 00 01 10 93. ■ No coverage shall be deleted from standard policy without notification of individual exclusions being attached for review and acceptance. 3 Architect's Initials Owner's Initials b. Business Automobile Policy ■ Combined Single Limits: $500,000 or BI per person: $100,000 BI per accident: $300,000 PD per accident: $100,000 ■ Coverage for "Any Auto" C. Errors and Omissions ■ Limit: $250,000 per claim and in the aggregate ■ For all architects, engineers, and/or design companies ■ Claims-made form is acceptable. ■ Coverage will be in force for three(3)years after construction of the Project is completed. 2.4.16.3 The following shall be applicable to all policies of insurance required herein: a. Insurance carrier must have an A.M. Best Rating of ANIII or better. b. Only insurance carriers licensed and admitted to do business in the State of Texas will be accepted. C. Liability policies must be on occurrence form. Errors and Omissions can be on claims-made form. d. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits by endorsement except after sixty (60) days' prior written notice by certified mail, return receipt requested, has been given to the Owner. e. The Owner,his officers and employees are to be added as Additional Insureds to all liability policies, with the exception of the Errors and Omissions Policy required herein. f. Upon request and without cost to the Owner, certified copies of all insurance polices and/or certificates of insurance shall be furnished to the Owner. g. Upon request and without cost to the Owner, loss runs(claims listing) of any and/or all insurance coverages shall be furnished to the Owner. 4 Architect's Initials Owner's Initials h. All insurance required herein shall be secured and maintained in a company or companies satisfactory to the Owner, and shall be carried in the name of the Architect. The Architect shall provide copies of insurance policies required hereunder to the Owner on or before the effective date of this Agreement. 15. The second sentence of article 3.1 shall begin with the following: "Unless otherwise included in the basic services pursuant to this Agreement," 16. Add the following to article 3.3 after the word "Directives": "not included otherwise in the basic services as described in Subparagraph 2.4.12," 17. Change article 4.2 to read as follows: To the extent that the Owner employs a geotechnical engineer as requested by the Architect or otherwise has surveys describing physical characteristics, legal descriptions, legal limitations and utility locations for the site of the Project, the Owner shall provide the same; however, the Owner makes no representation as to the accuracy and completeness of any such information provided. 18. Change article 5.1.2 to read as follows: The Construction Cost shall include the costs using the prevailing wage rates as established by the Owner and the current market rates of materials and equipment to be furnished, plus a reasonable allowance for Contractor's overhead and profit. In addition, a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction. 19. Change article 6.1 to read as follows: All Architect's designs and work products relating to the Project, including, but not limited to, original drawings, specifications, investigations, studies and other documents completed shall remain the property of the Architect. Provided, however, the Architect hereby grants to the Owner license to use the designs and work products in connection with the construction, reconstruction, renovation, repair, use and occupancy of the Project without additional compensation. Provided further that in the event the Owner uses said designs and work products without the Architect being retained to provide professional services in relation to said use, the Owner does release the Architect from any liability which may result from the subsequent use thereof The Architect shall provide the Owner with a complete set of transparencies of the designs and plans for subsequent reproduction, at the Owner's expense,within three (3) days of receipt by the Architect of the Owner's written request for the same. 20. Delete Article 7 in its entirety. 5 Architect's Initials Owner's Initials 21. Delete the following from the last portion of article 8.6: "and all Termination Expenses." 22. Replace article 8.7 with the following: Owner may at any time terminate the Project for convenience. At such time, Owner shall notify the Architect who shall cease work immediately upon receipt of such notice. The Architect shall be compensated within thirty (30) days of the Owner's receipt of an invoice for the services performed and reimbursable expenses incurred prior to termination. 23. Article 9.1 is amended to read as follows: This Agreement shall be governed by the laws of the principal place of business of the Owner. 24. Article 9.2 is amended to read as follows: Terms in this Agreement shall have the same meaning as those in the Owner's General Conditions of Agreement. 25. Delete articles 9.3 and 9.4. 26. Add the following sentence to the end of article 9.8: Should the Architect discover, notice or be aware of hazardous materials in any form at the Project site at any time throughout the term of this Agreement, the Architect shall immediately notify the Owner. 27. Add the following articles: 9.9 All parties agree that should any provision of this agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. 9.10 The relationship of the Architect to the Owner shall be that of an independent contractor. 9.11 Both the Architect and the Owner agree that the proper venue for any dispute arising under this agreement is Baytown, Harris County, Texas. 28. Add the following as an introductory preposition phrase in article 10.1.1: "In calculating reimbursable expenses and/or additional services requested in writing by the Owner," 29. Add the following to article 10.2.2: Before the Owner shall be liable for any of the above-referenced reimbursable expenses, the Architect must obtain prior written approval of the Owner or the Owner's representative of 6 Architect's Initials Owner's Initials any expense for which the Architect seeks reimbursement. The Owner agrees that the approval of expenses will not be unreasonably withheld. 30. Article 10.2.1.4 shall be amended to read as follows: reproductions, postage and handling of Drawings, Specifications and other documents not associated with the performance of the Basic Services as well as expenses of reproductions, postage and handling of Drawings, Specifications and other documents associated with Basic Services should more than 20 copies of such Basic Service documents be requested. 31. Delete articles 10.2.1.5 and 10.2.1.8. 32. Revise article 10.2.1.9 to read: Expense of computer-aided design and drafting equipment time when used in connection with the Project and only when requested by Owner." 33. Add article 10.2.1.10 as follows: Expense of any furniture mock-ups required by the Owner. 34. Change article 10.3.2 to read as follows: Subsequent payments for Basic Services shall be made thirty (30) days after the Architect submits a detailed invoice for the services actually performed and a report of the progress of the Project and, where applicable, such payment shall be in proportion to services performed within each phase of service on the basis set for in Subparagraph 11.2.2. 35. Delete article 10.3.3. 36. Change article 10.4.1 to read as follows: Payments on account of the Architect's Additional Services and for Reimbursable Expenses shall be made within thirty (30) days after the presentation of the Architect's statement of services rendered or expenses incurred. 37. Add the following to article 11.5.2: Interest will accrue at a rate of 1%per month on delinquent amounts. 38. There shall be no right to arbitration under this agreement and all references herein to the same are hereby deleted. 39. Add the following under Article 12: Basic Services of the Architect shall also include those services described as follows: 1. providing services in connection with evaluating substitutions proposed by the Contractor and making subsequent to Drawings, Specifications and other documentation resulting therefrom; 7 Architect's Initials Owner's Initials 2. providing services in evaluating claims submitted by the Contractor or others in connection with the Work; 3. preparing documents for alternate, separate or sequential bids; 4. providing analysis of the Owner's needs and programming the requirements of the Project; and 5. providing services to verify the accuracy of drawings or other information furnished by the Owner. 40. Article 4.6 should be included in the Basic Services of the Architect and shall not be required to be performed by the Owner 41. Add the following to Article 12: THE ARCHITECT AGREES TO AND SHALL INDEMNIFY AND HOLD HARMLESS AND DEFEND THE OWNER, HIS OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY HIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY, OR FOR ANY BREACH OF CONTRACT, ARISING OUT OF,OR IN CONNECTION WITH THE SERVICES PERFORMED BY THE ARCHITECT UNDER THIS CONTRACT. IN THE EVENT OF PERSONAL INJURY TO OR DEATH OF THE ARCHITECT OR THE ARCHITECT'S EMPLOYEES, SUCH INDEMNITY SHALL APPLY REGARDLESS OF WHETHER THE CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS OR LIABILITY ARISE IN WHOLE OR IN PART FROM THE NEGLIGENCE OF THE OWNER. SUCH INDEMNITY SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL INJURY,DEATH,OR PROPERTY DAMAGE OF PERSONS OTHER THAN THE ARCHITECT ORHIS EMPLOYEES THAT IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF THE OWNER. By this Agreement, the Owner does not consent to litigation or suit, and the Owner hereby expressly revokes any consent to litigation that it may have granted by the terms of this Contract or any other contract or agreement, any charter, or applicable state law. The Architect assumes full responsibility forhis work performed hereunder and hereby releases, relinquishes and discharges the Owner,his officers, agents, and employees from all claims, demands, and causes of action of every kind and character, including the cost of defense thereof,for any injury to or death of any person (whether 8 Architect's Initials Owner's Initials they be either of the parties hereto,their employees,or other third parties)and any loss of or damage to property (whether the property be that of either of the parties hereto, their employees, or other third parties) that is caused by or alleged to be caused by, arising out of, or in connection with the Architect's work to be performed hereunder. This release shall apply with respect to the Architect's work regardless of whether said claims, demands, and causes of action are covered in whole or in part by insurance. c:k1h36\eng ineeringWn imalControl MrchitectAgreement 9 Architect's Initials Owner's Initials