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HomeMy WebLinkAboutO-1996-2111 . . ORDINANCE NO. 96-2111 AN ORDINANCE APPROVING AND AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF LA PORTE AND ROBERT W. MCKINNEY, AlA, FOR PROFESSIONAL SERVICES RELATED TO BUILDING EXPANSION AT BAY FOREST GOLF COURSE AND FUTURE CITY HALL EXPANSION; APPROPRIATING $45,000.00 PLUS A CONTINGENCY OF $2,500.00 TO FUND SAID AGREEMENT; MAKING VARIOUS FINDINGS AND PROVISIONS RELATING TO THE SUBJECT; FINDING COMPLIANCE WITH THE OPEN MEETINGS LAW; PROVIDING AN EFFECTIVE DATE HEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LA PORTE: section 1. The City Council hereby approves and authorizes the contract, agreement, or other undertaking described in the title of this ordinance, in substantially the form as shown in the document which is attached hereto and incorporated herein by this reference. The City Manager is hereby authorized to execute such document and all related documents on behalf of the City of La Porte. The City Secretary is hereby authorized to attest to all such signatures and to affix the seal of the City to all such documents. City Council appropriates the sum of $35,000.00 plus a contingency of $2,500.00 from the capital Improvement Account No. 028-800-813-100 and $10,000.00 from the CIP Account No. 015-720- 200-100 to fund said Agreement. section 2. The City Council officially finds, determines, recites and declares that a sufficient written notice of the date, hour, place and subject of this meeting of the City Council was posted at a place convenient to the public at the City Hall of the City for the time required by law proceeding this meeting, as required by the Open Meetings Law, Chapter 551, Texas Government Code; and that this meeting has been open to the public as required by law at all times during which this ordinance and the subject matter thereof has been discussed, considered and formally acted . e ORDINANCE NO. 96-2111 PAGE 2 upon. The city council further ratifies, approves and confirms such written notice nd the contents and posting thereof. section 3. This ordinance shall be effective from and after its passage and approval, and it is so ordered. PASSED AND APPROVED, this 10th day of June, 1996. CITY OF LA PORTE By:JidM~~ I orman L.a .one, Mayor ATTEST: ~ - Sue Lenes, City Secretary ~ APPROVED: Knox W. Askins, City Attorney . TABLE OF CONTENTS . TABLE OF CONTENTS Page(s) 1 IDENTIFICATION OF THE PARTIES/PROJECT DESCRIPTION SECTION 1.1 1.2 1.3 1..4 1.5 1.6 1..7 2 1 BASIC SERVICES OF ARCHITECT General Preliminary Design Phase This section Intentionally. Left Blank Construction Documents Phase Bidding or Negotiation Phase Construction Phase Operational Phase 1-1. through 1-8 SECTION 2 ADDITIONAL SERVICES OF ARCHITECT 2.1 Services Requiring Authorization in Advance 2.2 Required Additional Services 2-1. through 2-3 SECTION 3 OWNER'S RESPONSIBILITIES 3-1 through 3-3 4-1 through 4-2 5-1 through 5-3 SECTION 4 PERIODS OF SERVICE SECTION 5 PAYMENT TO ARCHITECT SECTION 6 CONSTRUCTION COST AND OPINIONS OF COST 6.1. Construction Cost 6.2 Opinions of Cost SECTION 7.1 7.2 7.3 7.4 7.5 7.6 6-1 7 GENERAL CONSIDERATIONS Termination Reuse of Documents This Section Intentionally Left Blank Controlling Law Successors and Assigns Dispute Resolution 7-1 through 7-2 SECTION 8 SPECIAL PROVISIONS, EXHIBITS 8-1 through 8-2 AND SCHEDULES Exhibit A FURTHER DESCRIPTION OF ARCHITECT BASIC A-1 through A-4 SERVICES AND RELATED MATTERS Exhibit B DUTIES, RESPONSIBILITIES AND B-1 through B-5 LIMITATIONS OF AUTHORITY OF THE RESIDENT PROJECT REPRESENTATIVE. Exhibit C PROJECT ORGANIZATIONAL CHART AND C-1 COMMUNICATION 1 . e SECTION 1 - BASIC SERVICES OF ARCHITECT 1.1 General 1.1.1 ARCHITECT shall provide for OWNER' professional architectural services in all phases of the Project to which this Agreement applies as hereinafter provided. These services will include serving as OWNER's professional representative for the project, providing professional consultation and advice and furnishing customary civil, structural, mechanical, and electrical engineering services incidental thereto. 1.1.2 The ARCHITECT's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the work. The ARCHITECT shall submit for the OWNER's approval a schedule for the performance of the ARCHITECT's services, which shall include allowances for periods of time required for the OWNER's review and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the OWNER shall not, except for reasonable cause, be exceeded by the ARCHITECT or OWNER. 1.1.3 The ARCHITECT's services consist of those services performed by the ARCHITECT, ARCHITECT's employees and ARCHITECT's consultants employed as hereinafter provided. 1.2 Preliminary Phase After written authorization to proceed, ARCHITECT shall: 1.2.1 Consult with OWNER to clarify and define OWNER's requirements for the Project and review available data and shall arri ve at a mutual understanding of such requirements wi th the OWNER. 1.2.2 obtaining Paragraph services. Advise OWNER as to the necessity of OWNER's providing or from others data or services of the types described in 3.3 and 3.4, and assist OWNER in obtaining such data and 1.2.3 Identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project and participate in consultations with such authorities. 1.2.4 The ARCHITECT shall provide a preliminary evaluation of the OWNER's program, schedule and construction budget requirements, each in terms of the other, subject to the limitations set forth. 1.2.5 The ARCHITECT shall review with the OWNER alternative approaches to design and construction of the Project and provide a general analysis of various alternatives in writing. 1-1 . e 1.4.1 Based on the approved Preliminary Design Documents and any further adjustments in the scope or quality of the PROJECT, in the construction budget or in the total PROJECT budget authorized in writing by the OWNER, the ARCHITECT shall prepare, for approval by the OWNER, Construction Documents consisting of Drawings (hereinafter called Drawings) and Specifications setting forth in detail the requirements for the construction of the PROJECT by Contractor (s). The soecifications shall be oreoared in conformance with the sixteen division format of the Construction Soecifications Institute. 1.4.2 See that the Construction Documents include applicable requirements/approvals of governmental authorities having jurisdiction to approve the design of the project. Provide technical criteria, written descriptions and design data for OWNER's use in filing applications for permits with or obtaining approvals of such governmental authorities as have jurisdiction to approve the design of the Project, and assist OWNER in completing permit application and in consultation with appropriate authorities. 1.4.3 Advise OWNER of any adjustments to the latest opinion of probable Total project Costs (as defined in paragraph 1.2.6) caused by changes in general scope, extent or character or design requirements of the proj ect or Construction Costs. Furnish to OWNER a revised opinion of probable Total Project Costs based on the Drawings and Specifications. 1.4.4 Prepare for review and approval by OWNER, its legal counsel and other advisors contract agreement forms, general conditions and supplementary conditions, and bid forms, invitations to bid and instructions to bidders and other related documents. The ARCHITECT will initiallY submit to OWNER the Contractor Aqreement (in the form of AlA document A1e1) and the General Conditions of the Contract (in the form of AlA document A201) for OWNER'S review. comment. modification. and aODroval. 1.4.5 Furnish five copies of the above documents and of the Drawings and Specifications and present and review them in person with OWNER. The duties and responsibilities of ARCHITECT during the Final Design Phase are supplemented as indicated in paragraph 4 of Exhibit A "Further Description of Basic Services and Related Matters". 1.5 Bidding or Negotiation Phase After written authorization to proceed with the Bidding or negotiation Phase, ARCHITECT shall: 1-3 e e of OWNER to the extent provided in said standard General Conditions except as otherwise pr~vided in writing. . 1.6.2 Visits to site and Observation of Construction. In connection wi th observation of the work of Contractor(s) while it is in progress: 1.6.2.1 ARCHITECT shall make visits to the site at intervals appropriate to the various stages of construction as ARCHITECT deems necessary in order to observe as an experienced and qualified design professional the progress and quality of the various aspects of contractor(s)' work. In addition, the ARCHITECT and/or .OWNER may provide the services of a Resident Project Representative (and assistants as agreed) at the site to assist ARCHITECT and to provide more continuous observation of such work. Based on information obtained during such visits and on such observations, ARCHITECT shall endeavor to determine in general if such work is proceeding in accordance with the Contract Documents and ARCHITECT shall keep OWNER informed of the progress of the work. 1.6.2.2 The Resident Project Representative (and assistants) may be ARCHITECT's agent or employee and under ARCHITECT's supervision or may be the OWNER's agent or employee and under OWNERS supervision. The duties and responsibilities of the Resident Project Representative (and assistants) are set forth in Exhibit B "Duties, Responsibilities and Limitation of Authority of Resident Project Representative". Any exceptions or modifications to these responsibilities and limitations will be mutually agreed upon by both parties in writing. 1.6.2.3 The purpose of ARCHITECT's visits to and representation by the Resident Project Representative (and assistant, 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 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 of Contractor(s) will conform generally to the Contract Documents and that the integrity of the design concept as reflected in the Contract Documents has been implemented and preserved by Contractor(s). On the other hand, ARCHITECT shall not, during such visits or as a result of such observations of Contractor(s) I 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(s), for safety precautions and programs incident to the work of Contractor(s), for safety precautions and programs incident to the work of Contractor(s) or for any failure of Contractor(s) to comply with laws, rules, regulations, ordinances, codes or orders applicable to contractor(s) furnishing and performing their work. 1-5 e e 1.6.9 Applications for Payment Based on ARCHITECT's on-site o~servations as an experienced and qualified design professional, on information provided by the Resident Project Represe~tative and on review of applications for payment and the accompanying data and schedules: 1. 6. 9 . 1 ARCHITECT shall determine the amounts owing to contractor(s) and recommend in writing payments to contractor(s) in such amounts. Such recommendations of payment will constitute a representation to OWNER, based on such observations and review, that the work has progressed to the point indicated, and that, to the best of ARCHITECT's knowledge, information and belief, the quality of such work is generally in accordance with the Contract Documents (subject to an evaluation of such 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). In the case of unit price work, ARCHITECT's recommendations of payment will include final determinations of quantities and classifications of such work (subject to any subsequent adjustments allowed by the Contract Documents). 1. 6 . 9 . 2 By recommending any payment ARCHITECT will not thereby be deemed to have represented that exhaustive, continuous or detailed reviews or examinations have been made by ARCHITECT to check the quality or quantity of Contractor(s)' work as it is furnished and performed beyond the responsibilities specifically assigned to ARCHITECT in this Agreement and the Contract Documents. ARCHITECT's review of Contractor(s)' work for the purposes of recommending payments will not impose on ARCHITECT responsibility to supervise, direct or control such work or for the means, method techniques, sequences, or procedures of construction or safety precautions or programs incident thereto or Contractor(s) compliance with laws, rules, regulations, ordinances, codes or orders applicable to their furnishing and performing the work. It will also not impose responsibili ty on ARCHITECT to make any examination to ascertain how or for what purposed any contractor has used the moneys paid on account of the Contract Price, or to determine that title to any of the work, materials or equipment has passed to OWNER free and clear of any lien, 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. 1. 6 .10 contractor(s)' Completion Documents ARCHITECT shall receive and review maintenance and operating instructions, . schedules, guarantees, bonds and certificates of inspection, tests and approvals which are to be assembled by Contractor(s) in accordance with the Contract Documents (but such review will only be to determine that their 1-7 e e 1.7.5 Record Drawings. ARCHITECT shall furnish the OWNER a set of marked up prints, drawings and other data kept by the Contractor(s), and Project Representative (if employed by the ARCHITECT) in a form and manner that clearly depicts significant changes made during the construction process. 1.7.6 At a time eleven (11) months following Substantial Completion of the project (one month prior to expiration of the Contractor's warranty period), the ARCHITECT, in the company of the OWNER, will visit the project to observe any apparent deficiencies in the completed construction, and document any items observed in a written report issued to the CONTRACTOR and OWNER. 1.7.7 During the Operational Phase, the ARCHITECT will assist the OWNER in consultations and discussions with CONTRACTOR concerning the correction of deficiencies brought to the ARCHITECT's attention, and when appropriate, review or make written recommendations regarding replacement or correction of the Work as proposed by the Contractor. The duties and responsibilities of ARCHITECT during the Operational Phase are amended and supplemented as indicated in paragraph 7 of Exhibit A "Further Description of Basic Services and Related Matters". SECTION 2 - ADDITIONAL SERVICES OF ARCHITECT 2.1 Services Requiring Authorization in Advance If authorized in writing by OWNER, ARCHITECT shall furnish or obtain from others Additional Services of the types listed in paragraphs 2.1.1 through 2.1.14, inclusive. These services are not included as part of Basic Services except to the extent provided otherwise in Exhibit A "Further Description of Basic Services and Related Matters"; these will be paid for by OWNER as indicated in Section 5. 2.1.1 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 effect on the design requirements of the Project of any such statements and documents prepared by others; and assistance in Obtaining approvals of authorities having jurisdiction. over the anticipated environmental impact of the Project. 2-1 e e 2.1.10 Assistance in connection with bid protests, rebidding or renegotiating contracts for construction, materials, equipment or services, except when such assistance is required to complete services called for in paragraph 6.2.2.5. 2.1.11 Providing any type of property surveys or related professional services needed'for the transfer of interests in real property and field surveys for design purposed and any necessary surveys and staking to enable Contractor(s) to proceed with their work; and providing other special field surveys. 2.1.12 Preparation of operating, maintenance and staffing manuals to supplement Basic Services under paragraph 1.7.3. prenaration of a set of renroducible record nrints of drawinas showina those sianificant chanaes made durina the construction nrocess. based on the marked un nrints. drawinas and other data furnished bv ContractorCsl and Resident Proiect ReDresentati ve to ARCHITECT. Prior to Dreparation of record drawinas the ARCHITECT and OWNER will mutuallv aaree on which chanaes are considered sianificant. 2.1.13 Preparing to serve or serving as a consultant or witness for OWNER in any litigation, arbitration or other legal or administrative proceeding involving the Project (except for assistance in consultations which is included as part of Basic Services under paragraphs 1.2.3 and 1.4.2). 2.1.14 Additional services required in connection with the Project, including services required which were not furnished by OWNER in accordance with Section 3, and services not otherwise provided for in this Agreement. 2.2 Required Additional Services When required by the Contract Documents in circumstances beyond ARCHITECT's control, ARCHITECT shall furnish or obtain from others, as circumstances require during construction Additional Services of the types listed in paragraphs 2.2.1 through 2.2.6, inclusive '(except to the extent otherwise provided in Exhibit A "Further Description of Basic Services and Related Matters"). These services are not included as part of Basic Services. ARCHITECT shall advise OWNER promptly of need for required additional services. OWNER shall provide authorization to ARCHITECT for such Additional Services which will be paid for by OWNER as indicated in Section 5. 2.2.1 Services in connection with work directive changes and change orders to reflect changes requested by OWNER if the resulting change in compensation for Basic Services is not commensurate with the addition services rendered. 2-3 e e 3.4.1 Data prepared by or services of others, including without limitation borings, probings and subsurface explorations, hydrographic surveys, laboratory tests and inspections of samples, materials and equipment; 3.4.2 appropriate professional interpretations of all of the foregoing; 3.4.3 environmental assessment and impact statements; 3.4.4 property) boundary, easement, and right-of-way, topographic, and utility surveys and related office computations and drafting; 3.4.5 property descriptions; 3.4.6 zoning, deed and other land use restriction; and 3.4.7 other special data or consultation not covered in Section 2; all of which ARCHITECT may use and rely upon in performing services under this Agreement. 3.5 Provide engineering surveys to establish reference points for construction (except to the extent provided otherwise in Exhibit A "Further Description of Basic Services and Related Matters") to enable Contractor(s) to proceed with the layout of the work. 3.6 Arrange for access to and make all provisions for ARCHITECT to enter upon public and private property as required for ARCHITECT to perform services under this Agreement. 3.7 Examine all studies, reports, sketches, Drawings, Specifications, proposals and other documents presented by ARCHITECT, obtain advice of an attorney, insurance counselor and other consultants as OWNER deems appropriate for such examination and render in writing decisions pertaining thereto within a reasonable time so as not to delay the services of ARCHITECT. 3.8 Furnish approvals and permi ts from all governmental authorities having jurisdiction over the project and such approvals and consents from others as may be necessary for completion of the Project. ARCHITECT will assist the OWNER in the preparation of said permits. 3.9 Provide such accounting, independent cost estimating and insurance counseling services as may be required for the Project, such legal. services as OWNER may require or ARCHITECT may reasonably request with regard to legal i~sues pertaining to the Project including any that may be raised by Contractor(s), such auditing service as OWNER may require to ascertain how or for what 3-2 ,. e e SECTION 4 - PERIODS OF SERVICE 4.1 The provisions of this section 4 and the various rates of compensation for ARCHITECT's services provided for elsewhere in this Agreement have been agreed to in anticipation of the orderly and continuous progress of the Project through completion of the Construction Phase. ARCHITECT's obligation to render services hereunder will extend for a period which may reasonably be required for the design, award of contracts, construction and initial operation of the Project including extra work and required extensions thereto. If in Exhibit A "Further Description of Basic Services and Related Matters" specific periods of time for rendering services are set forth or specific dates by which services are to be completed are provided and if such dates are exceeded through no fault of ARCHITECT, all rates, measures and amounts of compensation provided herein shall be subject to equitable adjustment. 4.2 The services called for in the Schematic Design Phase will be completed and the Schematic Design submitted within the stipulated period indicated in paragraph 2 of Exhibit A "Further Description of Basic Services and Related Matters" after written authorization to proceed with that phase of services which will be given by OWNER within thirty days after ARCHITECT has signed this Agreement. 4.3 After acceptance by OWNER of the Schematic Design Phase documents indicating any specific modifications or changes in the general scope, extent or character of the Project desired by OWNER, and upon written authorization from OWNER, ARCHITECT shall proceed with the performance of the services called for in the Design Development Phase, and shall submit preliminary design documents and a revised opinion of probable Total Project Costs within the stipulated period indicated in paragraph 3 of Exhibit A "Further Description of Basic Services and Related Matters". 4 . 4 After acceptance by OWNER of the Design Development Phase documents, indicating any specific modifications or changes in the general scope, extent or character of the Project desired by OWNER, and upon written authorization from OWNER, ARCHITECT shall proceed with the performance of the services called for in the Construction Documents Phase; and shall deliver Contract Documents and a revised opinion of probable Total Project Costs for all work of Contractor(s) on the Project within the stipulated period indicated in paragraph 4 of Exhibit A "Further Description of Basic Services and Related Matters". 4.5 ARCHITECT's services under the' Schematic Design Phase, Design Development and Construction Documents shall each be considered complete at . the earlier of (1) the date when the submissions for that phase have been accepted by OWNER or (2) thirty days after the date when such submissions are delivered to 4-1 ," e e reason is required to render Construction Phase services in respect of any prime contract for construction, materials or equipment more than 60 days after Substantial Completion is achieved under that contract, the various rates of compensation provided for elsewhere in this Agreement may be subject to equitable adjustment. 4.12 In the event that :the work designed or specified by ARCHITECT is decided to be furnished or Derformed under more than one Drime contract. the ARCHITECT will be comDensated in accordance with DaraaraDh 5.1.2. SECTION 5 - PAYMENTS TO ARCHITECT 5.1 OWNER has established an initial construction cost limit of $ 285,000 for the project as available for construction. 5.1.1 For Basic Services. OWNER shall pay ARCHITECT for Basic Services rendered under section 1 (as amended and supplemented by Exhibit A "Further Description of Basic Services and Related Matters") as follows: 5.1.1.1 A stipulated lump sum in the amount of thirty three thousand dollars ($ 33,000.00). Progress payments for Basic Services in each phase shall total the following percentages of the total basic compensation payable: Preliminary Design Phase Construction Documents Phase Bidding or Negotiations Phase Construction Phase Operational Phase thirtv fortv five twentv five percent (~%) percent (-!Q%) percent (-..2,%) percent (~%) percent (~%) $ 33,000.00 Total Compensation for Basic Services 5. 1. 1.2 Should . the ARCHITECT I S Preliminary Construction Cost Estimate exceed the lowest bona fide proposal or bid amount in section 5.1 as available for construction, the ARCHITECT may be required at the discretion of the OWNER to amend the design to bring the construction cost estimate within the amount specified without additional cost to the OWNER. 5.1.1.3 If the work is not carried on after Construction Document Phase and drawings, specifications and Construction Documents are completed and approved, the OWNER will pay the ARCHITECT through the Construction Documents Phase in accordance with section 5.1.1 above; or, if the bids have been received, the OWNER will in addition pay the ARCHITECT seventv-five percent ( 75%) of the lump- sum fee as specified in section 5.1.1.1. 5.1.2 For Additional Services. OWNER shall pay ARCHITECT for Additional Services rendered under section 2 as follows: 5-1 e e 5.3.2 Records of ARCHITECT's Salary Costs pertinent to ARCHITECT's compensation under this Agreement will be kept in accordance with generally accepted accounting practices. Copies will be made available to OWNER at cost on request prior to final payment for ARCHITECT's services. . 5.4. Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the ARCHITECT and ARCHITECT's employees and consultants in the interest of the Project, as identified in the following clauses. 5.4.1 Expenses in connection with authorized out-of-town travel; long-distance communications; and fees paid for securing approval of authorities having jurisdiction over the Project. Expenses for automobile travel during the performance of basic services shall be considered incidental. For private automobile travel beyond performance of basic services mileage will be reimbursed at thirty one cents per mile. 5.4.2 Expense of reproductions, postage and handling of Drawings, Specifications and other documents. 5.4.3 If authorized in advance by the OWNER, expense of overtime work requiring higher than regular rates. 5.4.4 Expense of renderings, models and mock-ups requested by the OWNER. 5.4. 5 Expense of addi tional insurance coverage or limits, including professional liability insurance, requested by the OWNER in excess of that normally carried by the ARCHITECT and ARCHITECT's consultants. 5.4.6 Expense of computer-aided design and drafting equipment time when used in connection with the Project. 5.5 The following table of Standard Office Billing Rates shall be in effect where applicable under paragraph 5.1.2 and 5.1.2.1 of this Agreement: If requested by OWNER, the ARCHITECT will submit a list of employees, their appropriate title and billing rates prior to authorization of services that will be compensated by the Standard Office Billing Rates in paragraph 5.5. 5-3 ." tit e 6.2.2.4 If the Bidding or Negotiating Phase has not commenced within six months after completion of the Final Design Phase, the established Construction Cost limit will not be binding on ARCHITECT, and OWNER s~all consent to an adjustment in such cost limit commensurate with any applicable change in the general level of prices in the construction industry between the date of completion of the Final Design Phase and the date on which proposals or bids are sought. 6.2.2.5 If the lowest bona fide proposal or' bid exceeds the established Construction Cost limit, OWNER shall (1) give written approval to increase such cost limit, (2) authorize negotiating or rebidding the Project within'a reasonable time, or (3) cooperate in revising the Project's general scope, extent or character to the extent consistent with the Project's requirements and with sound engineering/architectural practices. In the case of (3), ARCHITECT shall modify the Contract Documents as necessary to bring the Construction Cost within the cost limit. Compensation for services in making such modifications shall be per paraqraph 5.1.1.2. The providing of such service will be the limit of ARCHITECT's responsibility in this regard and, having done so, ARCHITECT shall be entitled to payment for services in accordance with this Agreement and will not otherwise be liable for damages attributable to the lowest bona fide proposal or bid exceeding the established Construction Cost. SECTION 7 - GENERAL CONSIDERATION 7.1 Termination. This Agreement may be terminated by either party upon thirty (30) days prior written notice to the other party in the event of substantial failure by the other party to fulfill its obligations under this Agreement through no fault of the terminating party. 7.2 Reuse of Documents. All documents including Drawings and Specifications prepared or furnished by ARCHITECT (and ARCHITECT's independent professional associates and consultants) pursuant to this Agreement are instruments of service in respect of the Project. The ownership and property interest therein shall be granted to the OWNER when the Project is completed. ARCHITECT shall supply a set of reproducible record drawings for the OWNER in accordance with section 1.7.5. OWNER may make and retain copies for information and reference in connection with the use and occupancy of the proj ect by OWNER and others; however, such documents are not intended or represented to be suitable for reuse by OWNER or others on extensions of 'the Project or on any other project. Any reuse by OWNER without written verification or adaptation by ARCHITECT for the specific purpose intended.will be at OWNER's sole risk and without liability or legal exposure to ARCHITECT, or to ARCHITECT's independent professional associates or consultants, and OWNER shall '7-1 .. .' e e. The disputing party shall g~ve the other party written notice of the dispute. wi thin tens days after receipt of said notice, the receiving party shall submit to the other a written response. The notice and response shall include (a) a statement of each party's position and a summary of the evidence and.arguments supporting its position, and (b) the name and title of the executive who will represent that party. The executives shall meet at a mutually acceptable time and place" within twenty days of the date of the disputing party's notice and thereafter as often as they reasonably deem necessary to excha~ge relevant information and attempt to resolve the dispute. 7. 7 If the controversy or claim has not been resol ved wi thin thirty days of the meeting of the senior executives, the parties shall endeavor to settle the dispute by mediation under the Center for Public Resources Model Procedure for Mediation of Business Disputes or pursue amicable termination. 7.8 If the matter has not been resolved pursuant to tne aforesaid mediation procedure within sixty days of the commencement of such procedure (which period may be extended by mutual agreemeF~), if either party will not participate in a mediation, or if the parties cannot agree on a mediator, the parties shall pursue amicable termination. SECTION 8 - SPECIAL PROVISIONS. EXHIBITS AND SCHEDULES 8.1 This Agreement is subject to the following special provisions. 8.2 The following Exhibits are attached to and made a part of this Agreement: 8.2.1 Exhibit A "Further Descriptions of Basic Services and Related Matters" consisting of ~ pages. 8.2.2 Exhibit B "Duties, Responsibilities and Limitations of Authority of Resident Project Representative" consisting of -2. pages. 8.2. 3 Exhibit C IIproj ect organizational Communication" consisting of 1. pages. Chart and 8.3 This Agreement (consisting of pages) together with the Exhibits and schedules identified above constitute the entire agreement between OWNER and ARCHITECT and supersede all prior written or oral understandings. This Agreement and said Exhibits and schedules may only be amended, supplemented, modif ied or cancelled by a duly executed written instrument. 8-1 e e EXHIBIT A EXHIBIT A TO AGREEMENT BETWEEN OWNER AND ARCHITECT FOR PROFESSIONAL SERVICES, dated June 10, 1996 FURTHER DESCRIPTION OF ARCHITECT'S BASIC SERVICES AND RELATED MATTERS FOR ENHANCEMENTS TO BAY FOREST GOLF FACILITY 1. This is an exhibit attached to, made a part of and .incorporated by reference into the Agreement made on June 10, 1996 between the city of La Porte (OWNER) and Robert W. McKinney. AlA, (ARCHITECT) providing for professional services. The Basic Services of ARCHITECT as described in Section 1 of the Agreement are amended or supplemented as indicated below and the time periods for the performance of certain services as indicated in Section 4 of the Agreement are stipulated as indicated below. 2. Unless directed otherwise in OWNER's authorization, during the preliminary Design Phase ARCHITECT shall: a. Provide document sets to OWNER as outlined in Paragraph 1.2.7. b. Attend -!- meetings with the city staff during the course of the study to discuss progress and direction of the work. After each meeting ARCHITECT shall circulate for approval a set of minutes that outline the key topics discussed and any decisions, directions, etc. agreed upon by OWNER and ARCHITECT. The Preliminary Design Phase Services will be completed and the Report submitted within 30 calendar days following written authorization from OWNER to ARCHITECT to proceed with that phase of services. 3. (THIS SECTION INTENTIONALLY LEFT BLANK) 4. During the Construction Documents Phase ARCHITECT shall: Prepare construction documents ready for bidding, including the following tasks: a. Construction drawings will appropriate scale and include: be prepared at A-1 e e 5. During the Bidding or Negotiating Phase ARCHITECT shall: a. A~sist OWNER in conducting the prebid conferences and pre~alification of bidders as required by City of La Porte Ordinance No. 1476-A. Ordinance 1476-A requires all Contractors desiring to bid on construction projects having an estimated construction cost of greater than: $300,000, must pre-qualify by filing a satisfactory Contractor's statement. The Contractor's statement requires the filing of both a Financial statement and an Equipment and Experience statement. The ARCHITECT shall review the Equipment and Experience statements submitted by the Contractor, check references and prepare a written report and recommendation based on their findings. The ARCHITECT shall not be responsible for the evaluating the financial statement submitted by Contractors. The Bidding or Negotiating Phase Services will be completed per terms of paragraph 4.6. 6. During the Construction Phase ARCHITECT shall: a. During the Construction Phase the ARCHITECT shall make visits to the site at intervals appropriate to the various stages of construction. After contractor has submitted construction schedules, the OWNER and ARCHITECT will mutually agree on key stages of construction that will warrant and require visits by ARCHITECT. However, the total visits to site by the ARCHITECT shall average 2 Der month over the term of construction. The Construction Phase Services will be completed per terms of paragraph 4.7. 7. During the operational Phase ARCHITECT shall: (No amendments or supplements to paragraph 1.7) The Operational Phase Services will be completed per terms of paragraph 4.8. A-3 e e EXHIBIT B A LISTING OF THE DUTIES, RESPONSIBILITIES AND LIMITATIONS OF AUTHORITY OF THE RESIDENT PROJECT REPRESENTATIVE. This is an Exhibit attached to, made a part of and incorporated by reference with the Agreement made on June 10, 1996, between City of La Porte (OWNER), and (ARCHITECT) Robert W. McKinnev. AlA providing for professional services. ARCHITECT or OWNER may furnish a Re,sident proj ect Representative (RPR) , assistants and other field'staff to assist ARCHITECT in observing performance of the work of Contractor. Through more extensive on-site observations of the work in progress and field checks of materials and equipment by the RPR and assistants, ARCHITECT shall endeavor to provide further protection for OWNER against defects and deficiencies in the work of CONTRACTOR; but, the furnishing of such services will no~ make ARCHITECT responsible for or give ARCHITECT control over construction means, methods, techniques, sequences or procedures or for safety precautions or programs, or reponsiblity for CONTRACTOR's failure to perform the Work in accordance with the Contract Documents and in particular the specific limitations set forth in paragraph 1.6 of the Agreement are applicable. The duties and responsibilities of the RPR are limited to those of ARCHITECT in ARCHITECT's agreement with the OWNER and in the construction Contract Documents, and are further limited and described as follows: A. General RPR is ARCHITECT's agent at the site, will act as directed by and under the supervision of ARCHITECT, and will confer with ARCHITECT regarding RPR' s actions. RPR' s dealings in matters pertaining to the on-site work shall in general be with ARCHITECT and CONTRACTOR keeping OWNER advised as necessary. RPR's dealings with subcontractors shall only be through or with the full knowledge and approval of CONTRACTOR. RPR shall generally communicate with OWNER with the knowledge of and under the direction of ARCHITECT. B. Duties and Responsibilities of RPR 1. Schedules: Review the progress schedule, schedule of Shop Drawing submittals and schedule of values prepared by CONTRACTOR and consult with ARCHITECT concerning acceptability. B-1 e e c. Verify that tests, equipment and systems startups and operating and maintenance training are conducted in the presence of appropriate personnel, and that CONTRACTOR maintains adequate records thereof; and observe, record and report to ARCHITECT appropriate details relative to the test procedures and startups. d. Accompany visiting inspectors representing pUblic or other agencies having jurisdiction over the Project, record the results of these inspections and report to ARCHITECT. 6. Interpretation of Contract Documents: Report to ARCHITECT when clarifications. and interpretations of the Contract Documents are needed and transmit to CONTRACTOR clarifications and interpretations as issued by ARCHITECT. 7. Modifications: Consider and evaluate CONTRACTOR's suggestions for modifications in Drawings or Specifications and report wi th RPR' s recommendations to ARCHITECT. Tran~mit to CONTRACTOR decisions as issued by ARCHITECT. 8 . Records: a. Maintain at the job site orderly files for correspondence, report of job conferences, Shop Drawings and samples, reproductions of original Contract Documents including all Work Directi ve Changes, Addenda, Change Orders, Field Orders, additional Drawings issued subsequent to the execution of the Contract, ARCHITECT's clarifications and interpretations of the Contract Documents, progress reports, and other Project related documents. b. Keep a diary or log book, recording CONTRACTOR hours on the job site, weather conditions, data relative to questions of Work Directive, change Orders or changed conditions, list of job site visitors, daily activities, decisions, observations in general, and specific observations in more detail as in the case of observing test procedures; and send copies to ARCHITECT. c. Record names, addresses and telephone numbers of all CONTRACTORS, subcontractors and major suppliers of materials and equipment. I B-3 . .. . . recommendations acceptance. to ARCHITECT concerning C. Limitations of Authority Resident Project Representative: 1. Shall not authorize any deviation from the Contract Documents or substitution of materials or equipment, unless authorized by ARCHITECT. 2. Shall not exceed limitations of ARCHITECT's authority as set forth in the Agreement or the Contract Documents. 3. responsibilities of of CONTRACTOR's Shall not undertake any of the CONTRACTOR, subcontractors superintendent. 4. Shall not advise on, issue directions relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of construction unless such advice or directions are specifically required by the Contract Documents. 5. Shall not advise on, issue directions regarding, or assume control over safety precautions and programs in connection with the Work. 6. Shall not accept Shop Drawing or sample submittals from anyone other then CONTRACTOR. 7. Shall not authorize OWNER to occupy the Project in whole or in part. 8. Shall'not'participate in specialized field or laboratory tests or inspections conducted by others except as specifically authorized by ARCHITECT. B-5