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HomeMy WebLinkAboutO-1999-2322 e e ORDINANCE NO. 99-2 3 2 2 AN ORDINANCE APPROVING AND AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF LA PORTE AND ROBERT W. MCKINNEY AlA TO PROVIDE PROFESSIONAL ARCHITECTURAL SERVICES FOR THE EXPANSION AND RENOVATION OF CITY HALL; APPROPRIATING $121,000.00 TO FUND SAID CONTRACT; MAKING VARIOUS FINDINGS AND PROVISIONS RELATING TO THE SUBJECT; FINDING COMPLIANCE WITH THE OPEN MEETINGS LAW; AND 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. The City Council appropriates the sum not to exceed $121,000.00 for professional architectural seIVices for the expansion and renovation of City Hall, from General Capital Improvement Fund 015 to fund said contract. 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 e . ORDINANCE NO. 99-232 2 ~ by law preceding 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 upon. The City Council further ratifies, approves and confirms such written notice and 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 26h day of April, 1999. ~ITY FLAPORTE _h?%&4nc: N man L. Malone, Mayor By: ATTEST: ~i1A' dJJtd M ha Gillett City Secretary e e COpy AGREEMENT BETWEEN OWNER AND ARCHITECT FOR PROFESSIONAL SERVICES City Hall Expansion CLP Project No. 99-2206 April 1999 e e TABLE OF CONTENTS TABLE OF CONTENTS IDENTIFICATION OF THE PARTIES/PROJECT DESCRIPTION SECTION 1 BASIC SERVICES OF ARCHITECT 1.1 General 1.2 Schematic Design Phase 1.3 Design Development Phase 1.4 Construction Documents Phase 1.5 Bidding or Negotiation Phase 1.6 Construdion Phase 1.7 Operational Phase SECTION 2 ADDITIONAL SERVICES OF ARCHITECT 2.1 Services Requiring Authorization in Advance 2.2 Required Additional Services SECTION 3 OWNER'S RESPONSIBILITIES SECTION 4 PERIODS OF SERVICE SECTION 5 PAYMENT TO ARCHITECT SECTION 6 CONSTRUCTION COST AND OPINIONS OF COST 6.1 Construdion Cost 6.2 Opinions of Cost SECTION 7 GENERAL CONSIDERATIONS 7.1 Termination 7.2 Reuse of Documents 7.3 Insurance 7.4 Controlling Law 7.5 Successors and Assigns 7.6 Arbitration SECTION 8 SPECIAL PROVISIONS, EXHIBITS AND SCHEDULES Exhibit A FURTHER DESCRIPTION OF ARCHITECT BASIC SERVICES AND RELATED MATTERS Exhibit B DUTIES, RESPONSIBILITIES AND LIMITATIONS OF AUTHORITY OF THE RESIDENT PROJECT REPRESENTATIVE Exhibit C PROJECT COMMUNICATION Exhibit D INSURANCE PageCs) ii 1-1 through 1-8 2-1 through 2-3 3-1 through 3-3 4-1 through 4-2 5-1 through 5-3 6-1 through 6-2 7-1 through 7-2 8-1 A-1 through A-3 8-1 through 8-5 C-1 0-1 e e AGREEMENT BETWEEN OWNER AND ARCHITECT FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT made as of April 26, 1999 between the City of La Porte, Texas (OWNER) and Robert W. McKinney AlA (ARCHITECT). OWNER intends to: Design and construct the expansion and renovation of the existing City Hall. consisting of approximately 8,500 square feet of new construction and 14.500 square feet of renovation. The work will be based on the findings of the City Hall Expansion report completed in October 1996 along with any additions or revisions to the report that may be authorized under this Agreement. (hereinafter called the PROJECT). The OWNER and ARCHITECT agree as set forth below. ii e 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 ARCHITECTs 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 ARCHITECTs 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. 1.1.3 The ARCHITECTs services consist of those services performed by the ARCHITECT. ARCHITECTs employees and ARCHITECTs consultants employed as hereinafter provided. 1.2 Schematic Design Phase After written authorization to proceed with the Schematic Design Phase. the ARCHITECT shall: 1.2.1 Consult with the OWNER to clarify and redefine OWNER'S requirements for the Project and review available data and shall arrive at a mutual understanding of any amended requirements with the OWNER. 1.2.2 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. 1.2.3 The ARCHITECT shall review with the OWNER alternative approaches to design and construction of the Project and provide a general economic analysis of various alternatives in writing. 1.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements. the ARCHITECT shall prepare. for the OWNER, revised Schematic Design Drawings and other related documents. The Schematic Design Documents will include the ARCHITECTS opinion of probable costs for the project, including the following, which will be separately itemized: Construction Cost(s): materials and equipment costs. 1-1 e e materials testing and equipment costs, allowances for laboratory testing, appropriate contingencies, and special instructions, Allowance for ArchitecturaVEngineering Cost(s): estimated expenses for daily project representation during construction, appropriate contingencies, and (if furnished by OWNER) allowances for such other items as charges of other professionals and consultants, for the cost of land and rights-of-way, for compensation for or damages to properties, for interest and financing charges and for other services to be provided by others for OWNER pursuant to paragraphs 3.7 through 3.11, inclusive. The total of all such costs, allowances, etc. are hereinafter called 'Total Project Costs". The duties and responsibilities of ARCHITECT during the Schematic Design Phase are amended and supplemented as indicated in paragraph 2 of Exhibit A "Further Desaiptions of Basic Services and Related Matters". 1.3 Design Development Phase After written authorization to proceed with the Design Development Phase, ARCHITECT shall: 1.3.1 In consultation with OWNER and based on the approved Schematic Design documents and any adjustments authorized (in writing) by the OWNER in the program schedule or construction budget, the ARCHITECT shall determine the general scope, extent and character of the Project. 1.3.2 The ARCHITECT shall prepare Design Development documents consisting of final design criteria, prelimi'nary drawings, outline specifications and written descriptions of the Project. 1.3.3 Advise OWNER if additional data or services of the type described in paragraph 3.4 are necessary and assist OWNER in obtaining such data and services. 1.3.4 Based on the information contained in the Design Development documents, submit a revised opinion of probable Total Project Costs (as defined in paragraph 1.2.4). 1.3.5 Furnish five copies of the above Design Development documents and present and review them in person with OWNER. The duties and responsibilities of ARCHITECT during the Design Development Phase are amended and supplemented as indicated in paragraph 3 of Exhibit A "Further Description of Basic Services and Related Matters". 1.4 Construction Documents Phase 1-2 e e After written authorization to proceed with the Final Construction Documents Phase, ARCHITECT shall: 1.4.1 Based on the approved Design Development 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 scecifications shall be prepared in conformance with the sixteen~ivision format of the Construction Specifications Institute. 1.4.2 See that the Construction Documents include applicable requirements/approvals of govemmental 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 1.2.4) caused by changes in general scope, extent or character or design requirements of the Project or Construction Costs. Fumish 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 Agreement (in the form of AlA document A101) and the General Conditions of the Contract (in the form of AlA document A201) for OWNER'S review. comment. modification. and approval. 1.4.5 Fumish five copies of the above documents (following approval) and of the Drawings and Specifications and present and review them in person with OWNER. The duties and responsibilities of ARCHITECT during the Construction Documents 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: 1.5.1 Following the OWNER's approval of the Construction Documents and of the latest preliminary estimate of Construction Cost the ARCHITECT shall assist OWNER in advertising for and obtaining bids or negotiating proposals for the prime contrad for 1-3 e e construdion, materials, equipment and services; and, where applicabler maintain a record of prospective bidders to whom Bidding Documents have been issued, attend pre-bid conferences and receive and process deposits for Bidding Documents. 1.5.2 Issue addenda as appropriate to interpret, clarify or expand the Bidding Documents. 1.5.3 Consult with and advise OWNER as to the acceptability of subcontractors, suppliers and other persons and organizations proposed by the prime contractor (herein called "Contractor'1 for those portions of the work as to which such acceptability is required by the Bidding Documents. 1.5.4 Consult with OWNER conceming and determine the acceptability of substitute materials and equipment proposed by Contractor when substitution prior to the award of contracts is allowed by the Bidding Documents. 1.5.5 Attend the bid opening, prepare bid tabulation sheets and assist OWNER in evaluating bids or proposals and in assembling and awarding the contract(s) for construction, materials, equipment and services. The duties and responsibilities of ARCHITECT during the Bidding or Negotiation Phase are amended and supplemented as indicated in paragraph 5 of Exhibit A "Further Description of Basic Services and Related Matters". 1.6 Construction Phase After written authorization to proceed with the Construction Phase, ARCHITECT shall: 1.6.1 General Administration of Construdion Contrad ARCHITECT shall consult with and advise OWNER and act as OWNER's representative as provided in the Standard General Conditions of the Construction Contrad (as approved by OWNER per paragraph 1.4.4). The extent and Iim itations of the duties, responsibilities and authority of ARCHITECT as assigned in said Standard General Conditions shall not be modified, except to the extent provided in paragraph 6 of Exhibit A "Further Description of Basic Services and Related Matters" and except as the ARCHITECT may otherwise agree in writing. All of OWNER's instrudions to Contractor(s) will be issued through ARCHITECT who will have authority to act on behalf of OWNER to the extent provided in said Standard General Conditions except as otherwise provided in writing. 1.6.2 Visits to Site and Observation of Construction. In connection with observation of the work of Contractor(s) while it is in progress: 1-4 e e 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. 1.6.2.2The Resident Project Representative (and assistants) may be ARCHITECTs agent or employee and under ARCHITECTs 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. 1.6.2.3The purpose of ARCHITECTs 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 ARCHITECTs 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)' 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 perform ing their work. 1.6.4 Interpretations and ClarifICations ARCHITECT shall issue necessary interpretations and clarifications of the Contract Documents and in connection therewith prepare work directive changes; and after consultation with owner, prepare change orders as required for owners review and approval. 1.6.5 Shop Drawings ARCHITECT shall review and approve (or take other appropriate action in respect of) Shop Drawings (as that term is defined in the General Conditions), product data, sample(s) and other data which Contractor(s) are required to submit, but only for 1-5 e e conformance with the design concept of the Project and compliance with the information given in the Contrad Documents. Such reviews and approvals or other action shall not extend to means, methods, techniques, sequences or procedures of construction or to safety precautions and programs incident thereto. 1.6.6 Substitutes ARCHITECT shall evaluate and determine the acceptability of substitute materials and equipment proposed by Contrador(s), but subjed to the provision of paragraph 2.2.2. (Required Additional Services) All substitutes shall be approved by OWNER. 1.6.7 Inspedions and Tests ARCHITECT shall advise OWNER and OWNER shall approve of any special inspection or testing of the work, and ARCHITECT shall receive and review all certificates of inspections, testings and approvals required by laws, rules, regulations, ordinances, codes, orders or the Contrad Documents (but only to determine generally that their content complies with the requirements of, and the results certified indicate compliance with the Contract Documents.) 1.6.8 Disputes between OWNER and Contractor ARCHITECT shall ad as initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the work thereunder and make decisions on all claims of OWNER and Contractor(s) relating to the acceptability of the work or the interpretation of the requirements of the Contract Documents pertaining to the execution and progress of the work. ARCHITECT shall not be liable for the results of any such interpretations or decisions rendered in good faith. 1.6.9 Applications for Payment Based on ARCHITECTs on-site observations as an experienced and qualified design professional, on information provided by the Resident Project Representative 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 ARCHITECTs 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 Contrad Documents and to any other qualifications stated in the recommendation). In the case of unit price work, ARCHITECTs recommendations of payment will include final 1-6 e e determinations of quantities and classifications of such work (subject to any subsequent adjustments allowed by the Contract Documents). 1.6.9.2By 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. ARCHITECrs 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 responsibility 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 content complies with the requirements of, and in the case of certificates of inspection, test and approvals the results certified indicate compliance with, the Contract Documents); and shall bind, index and transmit them to OWNER together with written comments. 1.6.11 Inspections ARCHITECT shall conduct an inspection to determine if the work is substantially complete and a final inspection to determine if the completed work is acceptable so that ARCHITECT may recommend, in writing, final payment to Contractor(s) and may give written notice to OWNER and the Contractor( s) that the work is acceptable (subject to any conditions therein expressed), but any such recommendation and notice will be subject to the limitations expressed in paragraph 1.6.9.2. 1.6.12 Limitation of Responsibilities ARCHITECT shall not be responsible for the acts or omissions of any Contractor, or of any subcontractor or supplier, or any of the Contractor(s) or subcontractor's or supplier's agents or employees or any other persons (except ARCHITECrs own employees and agents) at the site or otherwise furnishing or performing any of the Contractor(s)' work; however, nothing contained in paragraphs 1.6.1 through 1.6.11 inclusive, shall be construed to release ARCHITECT from liability for failure 1-7 e e to properly perfonn duties and responsibilities assumed by ARCHITECT in the Contract Documents. The duties and responsibilities of the ARCHITECT during the Construction Phase are amended and supplemented as indicated in Paragraph 6, Exhibit A "Further Description of Basic Services and Related Matters". 1.7 Operational Phase During the Operational Phase, ARCHITECT shall: 1.7.1 Furnish the deliverable items referred to in Section 1.6.10 and in the Operational Phase and present and review them in person with OWNER. 1.7.2 Define in Contract Documents the Contractor(s) (and or Vendor(s)) responsibility in connection with the start up, refining, and adjustment of any equipment or system. 1.7.3 Define in Contract Documents the Contractor(s) (and or Vendor(s)) responsibility for training owners staff to operate and maintain any equipment or system and for reviewing pertinent manuals, submittals, shop drawings, and warranties supplied by the Contractor(s), Vendor(s), or Manufacturer(s) as the case may be. 1.7.4 Coordinate, attend and participate in the start up and training orientations as described in paragraphs 1.7.2 and 1.7.3. 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 ARCHITECrs attention, and when appropriate, review or make written recommendations regarding replacement or correction of the Work as proposed by the Contractor. 1-8 e e 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. 2.1.2 Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by OWNER. 2.1.3 Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, OWNER's schedule, character of construction or method of financing; and revising previously accepted studies, reports, design documents or Contract Documents when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond ARCHITECTs control. 2.1.4 Providing renderings or models for OWNER's use. 2.1.5 Preparing documents for alternate bids requested by OWNER for Contractor(s)' work which is not executed or documents for out-of-sequence work. 2.1.6 Investigations and studies involving, but not limited to, detailed consideration of operations, maintenance and overhead expenses; providing value engineering during the course of design; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; assistance in obtaining financing for the Project; evaluation processes available for licensing and assisting OWNER in obtaining process licensing; detailed quantity surveys of material, equipment and labor; and audits or inventories required in connection with construction performed by OWNER. 2.1.7 Furnishing services of independent professional associates and consultants for other than Basic Services (which include, but are not limited to, customary civil, structural, mechanical and electrical engineering and customary architectural design incidental thereto); and providing data or services of the types described in paragraph 3.4 when 2-1 e e OWNER employs ARCHITECT to provide such data or services in lieu of furnishing the same in accordance with paragraph 3.4. 2.1.8 If ARCHITECTs compensation is on the basis of a lump sum or percentage of Construction Cost or cost-plus a fIXed fee method of payment, services resulting from the award of more separate prime contracts for construction, materials, equipment or services for the Project shall be compensated in accordance with paragraph 5.1.2. 2.1.9 Services during out-of-town travel required of ARCHITECT other than visits to the site or OWNER's office as required by Section 1. 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. 2.1.13 Preparation of a set of reproducible record prints of drawings showing those significant changes made during the construction process, based on the marked up prints, drawings and other data furnished by Contractor(s) and Resident Project Representative to ARCHITECT. Prior to preparation of record drawings, the ARCHITECT and OWNER will mutually agree on which changes are considered significant. 2.1.14 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 induded as part of Basic Services under paragraphs 1.2.3 and 1.4.2). 2.1.15 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 VVhen required by the Contract Documents in circumstances beyond ARCHITECTs 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. If the OWNER is in agreement, OWNER shall provide authorization to 2-2 e e 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. 2.2.2 Services in making revisions to Drawings and Specifications occasioned by the OWNER's acceptance of substitutions proposed by Contractor(s); and services after the award of each contract in evaluation and detennining the acceptability of an unreasonable or excessive number of substitutions proposed by Contractor. 2.2.3 Services resulting from significant delays, changes or price inaeases occurring as a direct or indirect result of material, equipment or energy shortages. 2.2.4 Additional or extended services during construction made necessary by (1) work damaged by fire or other cause during construction, (2) a significant amount of defective or neglected work of any Contractor, (3) acceleration of the progress schedule involving services beyond nonnal working hours. and (4) default by any Contractor. 2.2.5 Services (other than Basic Services during the Operation Phase) in connection with any partial utilization of any part of the Project by OWNER prior to Substantial Completion. 2.2.6 Evaluating an unreasonable or extensive number of claims submitted by Contractor( s) or others in connection with the work. 2-3 e e SECTION 3 - OWNER'S RESPONSIBILITIES OWNER shall do the following in a timely a manner so as not to delay the services of ARCHITECT: 3.1 Designate in writing a person to act as OWNER's representative with respect to the services to be rendered under this Agreement. Such person shall have complete authority to transmit instructions, receive information, interpret and define OWNER's policies,and decisions with respect of ARCHITECT's services for the Project 3.2 Provide all aiteria and full information as to OWNER's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; and furnish copies of all design and construction standards which OWNER will require to be included in the Drawings and Specifications. 3.3 Assist ARCHITECT by placing at ARCHITECT's disposal all available information pertinent to the Project including previous reports and any other data relative to design or construction of the Project. 3.4 Furnish to ARCHITECT, as required for performance of ARCHITECT's Basic Services (except to the extent provided otherwise in Exhibit A "Further Desaiption of Basic Services and Related Matters"), the following: 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 Desaiption of Basic Services and Related Matters") to enable Contractor(s) to proceed with the layout of the work. 3-1 e e 3.6 Arrange for access to and make all provisions for ARCHITECT to enter upon public and private property as required for ARCHITECT to perfonn 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 pennits 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 penn its. 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 issues 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 purpose any Contractor has used the moneys paid under the construction contract, and such inspection services as OVVNER may require to ascertain that Contractor(s) are complying with any law, rule, regulation, ordinance, code or order applicable to their furnishings and perfonning the work. 3.10 If OWNER designates a person to represent OWNER as the site who is not ARCHITECT or ARCHITECT's agent or employee, the duties, responsibilities and limitations of authority of such other person and the effect thereof on the duties and responsibilities of ARCHITECT and the Resident Project Representative (and any assistants) will be set forth in an exhibit that is to be identified, attached to and made a part of this Agreement before such services begin. 3.11 If more than one prime contract is to be awarded for construction, materials, equipment and services for the entire Project, designate a person or organization to have authority and responsibility for coordinating the activities among the various prime contractors. 3.12 Furnish to ARCHITECT data or estimated figures as to OWNER's anticipated costs for services to be provided by others for OWNER (such as services pursuant to paragraphs 3.7 through 3.11, inclusive and other costs of the types referred to in paragraph 1.2.6) so that ARCHITECT may make the necessary findings to support opinions of probable Total Project Costs. 3.13 Attend the pre-bid conference, bid opening, preconstruction conferences, construction progress and other job related meetings and substantial completion inspections and fll1al payment inspections. 3-2 e e 3.14 Give prompt written notice to ARCHITECT whenever OWNER observes or otherwise becomes aware of any development that affects the scope or timing of ARCHITECTs services, or any defect or nonconfonnance in the work of any Contractor. 3.15 Furnish, or direct ARCHITECT to provide, Additional Services as stipulated in paragraph 2.1 of this Agreement or other services as required. 3.16 During the Operational Phase, the OWNER will document all warranty items brought to the Contractor's attention in writing to the ARCHITECT. 3.17 Bear all costs incident to compliance with the requirements of this Section 3. 3-3 e e SECTION 4 - PERIODS OF SERVICE 4.1 The provisions of this Section 4 and the various rates of compensation for ARCHITECrs 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. ARCHITECrs 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 ARCHITECrs 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 OWNER for final acceptance, plus in each case such additional time as may be required for obtaining approval of governmental authorities having jurisdiction to approve the design of the Project. 4.6 After acceptance by OWNER of the ARCHITECrs Drawings, Specifications and Construction Documents Phase documentation including the most recent opinion of 4-1 e . probable Total Project Cost and upon written authorization to proceed, ARCHITECT shall proceed with performance of the services called for in the Bidding or Negotiating Phase. This Phase shall terminate and the services to be rendered thereunder shall be considered complete upon commencement of the Construction Phase or upon cessation of negotiations with prospective Contractor(s) except as may otherwise be required to complete their services called for in paragraph 6.2.2.5). 4.7 The Construction Phase will commence with the execution of the prime contract to be executed for the work of the Project or any part thereof, and will terminate sixty (60) days after a) the actual date of Substantial Completion. Construction Phase services may be rendered at different times in respect of separate prime contracts if the Project involves more than one prime contract. 4.8 The Operational Phase will commence during the Construction Phase and will terminate one year after the date of Substantial Completion of the prime contract for construction, materials and equipment on which substantial completion is achieved. 4.9 If OWNER has requested significant modifications or changes in the general scope, extent or character of the Project, the time of performance of ARCHITECT's services shall be adjusted equitably. 4.10 If OWNER fails to give prompt written authorization to proceed with any phase of services after completion. of the immediately preceding phase, or if the Construction Phase has not commenced within 180 calendar days (plus such additional time as may be required to complete the services called for under paragraph 6.2.2.5) after completion of the Final Design Phase, ARCHITECT may, after giving seven days written notice to OWNER, suspend services under this Agreement. 4.11 If ARCHITECT's services for design or during construction of the Project are delayed or suspended in whole or in part by OWNER for more than three months for reasons beyond ARCHITECT's control, ARCHITECT shall on written demand to OWNER (but without tennination of this Agreement) be paid as provided in paragraph 4.1.1. If such delay or suspension extends for more than one year for reasons beyond ARCHITECT's control, or if ARCHITECT for any 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 prime contract. the ARCHITECT will be compensated in accordance with paragraDh 5.1.2. 4-2 e . SECTION 5 - PAYMENTS TO ARCHITECT 5.1 OWNER has established an initial construction cost limit of one million four hundred thirty-fIVe thousand fifty-three dollars ($ 1,435,053.00) 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'1 as follows: 5.1.1.1 A lump sum in the amount of one hundred fifteen thousand dollars {$ 115,000). Progress payments for Basic Services in each phase shall total the following percentages of the total basic compensation payable: Schematic Design Phase Design Development Phase Construction Documents Phase Bidding or Negotiation Phase Construction Phase Operational Phase fifteen percent twenty percent thirty-five percent five percent twenty percent five percent ( 15%) ( 20%) ( 35%) ( 5%) ( 20%) ( 5%) Total Compensation for Basic Services $115,000 5.1.1.2Should the ARCHITECTs Preliminary Construction Cost Estimate or the lowest bona fide proposal or bid amount exceed the 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 or bid amount within the amount specified without additional cost to the OWNER. 5.1.1.31f 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 pay the ARCHITECT seventy-five percent ( 75%) of the fee as specified in Section 5.1.1.1. 5.1.1.4The ARCHITECTS responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates sixty (60) days after a) the actual date of Substantial Completion. Services provided after this date shall be considered Additional Services with the compensation due in accordance with Subparagraph 5.1.2 of this Agreement and shall require OWNER'S written authorization. 5.1.2 For Additional Services. OWNER shall pay ARCHITECT for Additional Services rendered under Section 2 as follows: On an hourly basis, using Standard Office Billing Rates and Categories identified in paragraph 5.5 of this Agreemen~ or as mutually agreed between 5-1 e e OWNER and ARCHITECT prior to the commencement of any such services. 5.1.2.1 Resident Project Services. For Services of ARCHITECrs Resident Project Representative (and assistants) furnished under paragraph 1.6.2.1., compensation shall be computed as follows: On an hourly basis, using Standard Office Billing Rates and Categories identified in paragraph 5.5 of this Agreement, or as mutually agreed between OWNER and ARCHITECT prior to the commencement of any such services. 5.1.2.2Professional Associates and Consultants. For services and Reimbursable Expenses of independent professional associates and consultants employed by ARCHITECT to render Additional Services pursuant to paragraph 2.1 or 2.2, the amount billed to ARCHITECT therefor times a factor of 1.10. 5.1.3 For Reimbursable Expenses. In addition to payments provided for in paragraphs 5.1.1 and 5.1.2, OWNER shall pay ARCHITECT the actual costs of all Reimbursable Expenses incurred in connection with all Basic and Additional Services. 5.1.4 The tenn "Reimbursable Expenses" has the meaning assigned in paragraph 5.4. 5.2 Times of Payments. 5.2.1 ARCHITECT shall submit monthly statement for Basic and Additional Services rendered and for Reimbursable Expenses incurred. The statements will be based upon ARCHITECrs estimate of the proportion of the total services actually completed at the time of billing. OWNER shall make prompt monthly payments in response to ARCHITECrs monthly statements. 5.3 Other Provisions Concerning Payments. 5.3.1 Invoices for basic and additional services shall be mailed on or before the first (1st) of the month and shall be payable on or before the fifteenth (15th) of the month. 5.4. Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the ARCHITECT and ARCHITECrs 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 perfonnance of basic services shall be considered incidental. For private automobile travel beyond perfonnance of basic services, mileage will be reimbursed at $O.31/mile. 5-2 e e 5.4.2 Expense of reproductions, postage and handling of Drawings, Specifications and other documents, photographic materials and developing expense, long~istance phone calls, and faxes. 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 additional 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. 5.5 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: Principals Project Manager Interior Designers Project Architects Professional Staff Secretarial Staff $1001hr $100lhr $801hr $651hr $65/hr $25/hr 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 e e SECTION 6 - CONSTRUCTION COST AND OPINIONS OF COST 6.1 Construction Cost The construction cost of the entire Project (herein referred to as "Construction Cost") means the total cost to OWNER of those portions of the entire Project designed and specified by ARCHITECT, but it will not include ARCHITECTs compensation and expenses, the cost of land, rights-of-way, or compensation for or damages to properties, nor will it include OWNER's legal, accounting, insurance counseling or auditing services, or interest and financing charges incurred in connection with the Project or the cost of other services to be provided by others to OWNER pursuant to paragraphs 3.7 through 3.11, inclusive. (Construction Cost is one of the items comprising Total Project Costs which is defined in paragraph 1.2.4.) 6.2 Opinions of Cost 6.2.1 Since the ARCHITECT has no control over the cost of labor, materials, equipment or services furnished by others, or over the Contractor(s)' methods of detennining prices, or over competitive bidding or market conditions, ARCHITECTs best judgment as an experienced and qualified professional, familiar with the construction industry; but ARCHITECT cannot and does not guarantee that proposals, bids or actual Total Project or Construction Costs will not vary from opinions of probable cost prepared by ARCHITECT. If prior to the Bidding or Negotiating Phase OWNER wishes greater assurance as to Total Project or Construction Costs, OWNER shall employ an independent cost estimator as provided in paragraph 3.9. 6.2.2 If a Construction Cost limit is established by written agreement between OWNER and ARCHITECT and specifically set forth in this Agreement as a condition thereto, the following will apply: 6.2.2.1 The acceptance by OWNER at any time during the Basic Services of a revised opinion of probable Total Project or Construction Costs in excess of the then established cost limit will constitute a corresponding revision in the Construction Cost limit to the extent indicated in such revised opinion. 6.2.2.2Any Construction Cost limit so established will include a contingency of five oercent (5%) unless another amount is agreed upon in writing. 6.2.2.3ARCHITECT will be pennitted to detennine what types of materials, equipment and component systems are to be included in the Drawings and Specifications and to make reasonable adjustments in the general scope, extent and character of the Project to bring it within the cost limit. 6.2.2.41f 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 shall consent to an adjustment in such cost limit 6-1 e e 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. 6.2.2.51f the lowest bona fide proposal or bid exceeds the established Construdion Cost limit, OWNER shall (1) give written approval to increase such cost limit, (2) authorize negotiating or rebidding the Projed within sixty (60) days, or (3) cooperate in revising the Project's general scope, extent or charader to the extent consistent with the Project's requirements and with sound engineering/architectural pradices. In the case of (3), ARCHITECT shall modify the Contrad Documents as necessary to bring the Construdion Cost within the cost limit. No compensation will be made for services in making such modifications per oaragraph 5.1.1.2. The providing of such service will be the limit of ARCHITECTs 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. 6-2 e e 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 ARCHITECrs 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 1.3.6. OWNER may make and retain copies for information and reference in connection with the use and occupancy of the Project 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 v~rification 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 ARCHITECrs independent professional associates or consultants, and OWNER shall indemnify and hold harmless ARCHITECT and ARCHITECrs independent professional associates and consultants from all claims, damages, losses and expenses including attorneys' fees arising out of or resulting therefrom. Any such verification or adaptation will entitle ARCHITECT to further compensation at rates to be agreed upon by OWNER and ARCHITECT. 7.3 Insurance During term of this agreement, ARCHITECT shall maintain levels of insurance as desaibed in Exhibit D. 7.3.1 ARCHITECT shall procure and maintain insurance for protection from claims under worker's compensation acts, claims for damages because of bodily injury, sickness or disease or death of any and all employees or of any person other than such employees, and from claims or damages because of injury to or destruction of property including loss of use resulting therefrom. 7.4 Controlling Law This Agreement is to be governed by the law of the principal place of business of OWNER. 7.5 Successors and Assigns 7-1 e e 7.5.1 OWNER and ARCHITECT each is hereby bound and the partners, successors, executors, administrators and legal representatives of OWNER and ARCHITECT (and to the extent pennitted by paragraph 7.5.2 the assigns of OWNER and ARCHITECT) are hereby bound to the other party to this Agreement and to the partners, successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements and obligations of this Agreement. 7.5.2 Neither OWNER nor ARCHITECT shall assign, sublet or transfer any rights under or interest in (including, but without limitation, moneys that may become due or moneys that are due) this Agreement without the written consent of the other, except to the extent that any assignment, subletting or transfer is mandated by law or the effed of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Nothing contained in this paragraph shall prevent ARCHITECT from employing such independent professional associates and consultants, as ARCHITECT may deem appropriate to assist in the perfonnance of basic services hereunder. 7.5.3 Nothing under this agreement shall be construed to give any rights or benefits in this Agreement to anyone other than OWNER and ARCHITECT, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of OWNER and ARCHITECT and not for the benefit of any other party. 7.6 Dispute Resolution The parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this agreement promptly by negotiation between senior executives of the parties who have authority to settle the controversy. The disputing party shall give the other party written notice of the dispute. Within ten days after receipt of said notice, the receiving party shall subm it 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 executive 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 exchange relevant infonnation and to attempt to resolve the dispute. If the controversy or claim has not been resolved within 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 tennination. If the matter has not been resolved pursuant to the aforesaid mediation procedure within sixty days of the commencement of such procedure, (which period may be extended by mutual agreement), or if either party will not participate in such procedure, the parties shall pursue amicable tennination. 7-2 e e 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 3 pages. 8.2.2 Exhibit B "Duties, Responsibilities and Limitations of Authority of Resident Project Representative" consists of 5 pages. 8.2.3 Exhibit C "Project Organizational Chart and Communication" consists of 1 page. 8.2.4 Exhibit D "Insurance" consists of 1 page. 8.3 This Agreement (consisting of 36 pages) together with the Exhibits and schedules identified above constitutes the entire agreement between OWNER and ARCHITECT and supersedes all prior written or oral understandings. This Agreement and said Exhibits and schedules may only be amended, supplemented, modified or cancelled by a duly executed written instrument IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the day and year first above written. OWNER: CITY OF LA PORTE, TEXAS G~ -r ~ City Manager ARCHITECT: Robert W. McKinney AlA 1 ~ ATTEST ATTEST ~~ ctJiauA City Secretary (SEAL) AP~ AS TO FORM; ~~~ CityMom~ ' 8-1 e e EXHIBIT A FURTHER DESCRlPll0N OF ARCHITECT BASIC SERVICES AND RELATED MATTERS EXHIBIT A TO AGREEMENT BETWEEN OWNER AND ARCHITECT FOR PROFESSIONAL SERVICES, dated April 26, 1999 1. This is an exhibit attached to, made a part of and incorporated by reference into the Agreement made on April 26, 1999, between the City of La Porte (OWNER) and Robert W. McKinney AlA (ARCHITECT) providing for professional services. The Basic Services of ARCHITECT as desaibed 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. During the Schematic Design Phase ARCHITECT shall: a. Prepare drawing backgrounds and consolidate city building archive information. b. Provide document sets to OWNER as outlined in paragraph 1.2.4. c. Attend 2 meeting(s) with City staff to discuss progress and direction of the work. After the 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 Schematic Design Phase will be completed and documents submitted within 45 days following written authorization from OWNER to ARCHITECT to proceed with that phase of services. 3. During the Design Development Phase ARCHITECT shall: a. Provide document sets to OWNER as outlined in paragraph 1.3.5. b. Attend L meeting(s) with City staff 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. c. The Architect will be responsible for filing applications for permits with or obtaining approvals of such governmental authorities as have jurisdiction to approve the design of the project. A-1 e e The Design Development Phase Services will be completed and Contract Documents and ARCHITECTs opinion of costs submitted within 75 days following written authorization from OWNER to ARCHITECT to proceed with that phase of services. 4. During the Construction Documents Phase ARCHITECT shall: Prepare construction documents ready for bidding, including the following tasks: a. Construction drawings will be prepared at appropriate scale and include: Cover Sheet/Area Maps Location Plans/Sheet Indicators Final Site Plan Mechanical Plans and Elevations Final Electrical and Instrumentation Detail Sheets b. Concurrent with the development of design drawings, the ARCHITECT will develop contract documents and specifications. Final specifications will be presented to OWNER for approval. c. Attend ~ meeting(s) with City staff to discuss project 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. d. Make formal submittal of Drawings, Specifications and Contract Documents for the OWNER's review at the following completion stages: Interim Pre-Final Final - 50 % of Detailed Design provide 2 set. - 90 % of Detailed Design provide 3 sets. - 100% of Detailed Design provide 5 sets. e. The ARCHITECT will develop a final '70tal Probable cost" estimate. f. Provide document sets to OWNER as outlined in Paragraph 1.4.5. The Construction Document Phase Services will be completed and the Report submitted within 135 calendar days following written authorization from OWNER to ARCHITECT to proceed with that phase of services. 5. During the Bidding or Negotiating Phase ARCHITECT shall: A-2 e e a. Assist OWNER in conducting the prebid conferences and prequalification 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 Contractors 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 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 1 oar two weeks over the term of construction. The Construction Phase Services will be completed per tenns of paragraph 4.7. A-3 e . EXHIBIT B A USTlNG OF THE DUTIES, RESPONSIBIUTlES AND UMITATlONS OF AUTHORITY OF THE RESIDENT PROJECT REPRESENTATIVE EXHIBIT B TO AGREEMENT BElWEEN OWNER AND ARCHITECT FOR PROFESSIONAL SERVICES, dated April 26, 1999 This is an Exhibit attached to, made a part of and incorporated by reference with the Agreement made on April 26, 1999, between The City of La Porte, Texas (OWNER) and Robert W. McKinney AlA (ARCHITECT) providing for professional services. ARCHITECT or OWNER may furnish a Resident Project Representative (RPR), assistants and other field staff to assist ARCHITECT in observing perfonnance 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 not make ARCHITECT responsible for or give ARCHITECT control over construction means. methods, techniques. sequences or procedures or for safety precautions or programs, or responsibility 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 ARCHITECrs agreement with the OWNER and in the construction Contract Documents, and are further limited and described as follows: A General RPR is ARCHITECrs 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. 2. Conferences and Meetings: B-1 e e Attend meetings with CONTRACTOR, such as preconstrudion conferences, progress meetings, job conferences and other project- related meetings, and prepare and circulate copies of minutes thereof. 3. Liaison: a. Serve as ARCHITECTs liaison with CONTRACTOR, working principally through CONTRACTOR's superintendent and assist in understanding the intent of the Contract Documents; and assist ARCHITECT in serving as OWNER's liaison with CONTRACTOR when CONTRACTOR's operations affect OWNER's on-site operations. b. Assist in obtaining from OWNER additional details or information, when required for proper execution of the Work. 4. Shop Drawings and Samples: a. Record date of receipt of Shop Drawings and samples. b. Receive samples that are furnished at the site by CONTRACTOR, and notify ARCHITECT of availability of samples for examination. c. Advise ARCHITECT and CONTRACTOR of the commencement of any Work requiring a Shop Drawing or sample if the submittal has not been approved by ARCHITECT. 5. Review of Work, Rejection of Defective Work, Inspections and Tests: a. Conduct on-site observations of the Work in progress to assist ARCHITECT in determining if the Work is in general proceeding in accordance with the Contrad Documents. b. Report to ARCHITECT whenever RPR believes that any Work is unsatisfactory, faulty or defective or does not conform to the Contract Documents, or has been damaged, or does not need the requirements of any inspection, test or approval required to be made; and advise ARCHITECT of Work the RPR believes should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection or approval. 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. B-2 e e 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 with RPR's recommendations to ARCHITECT. Transmit 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 Directive Changes, Addenda, Change Orders, Field Orders, additional Drawings issued subsequent to the execution of the Contract, ARCHITECTs 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. 9. Reports: a. Furnish ARCHITECT periodic reports as required of progress schedule and schedule of Shop Drawing and sample submittals. b. Consult with ARCHITECT in advance of scheduled major tests, inspections or start of important phases of the Work. c. Draft proposed Change Orders and Work Directive Changes, obtaining backup material from CONTRACTOR and eB-3 e . recommend to ARCHITECT Change Orders, WorK Directive Changes, and Field Orders. d. Report immediately to ARCHITECT and OWNER upon the occurrence of any accident. 10. Payment Requests: Review applications for payment with CONTRACTOR for compliance with the established procedure for their submission and forward with recommendations to ARCHITECT, noting particularly the relationship of the payment requested to the schedule of values, WorK completed, and materials and equipment delivered at the site but not incorporated in the Work. 11. Certificates, Maintenance and Operation Manuals: During the course of the WorK, verify that certificates, maintenance and operation manuals and other data required to be assembled and furnished by CONTRACTOR are applicable to the items actually installed and in accordance with the Contract Documents, and have this material delivered to ARCHITECT for review and forwarding to OWNER prior to final payment for the Work. 12. Completion: a. Before ARCHITECT issues a Certificate of Substantial Completion, submit to CONTRACTOR a list of observed items requiring completion or correction. b. Conduct final inspection in the company of ARCHITECT, OWNER, and CONTRACTOR and prepare a final list of items to be completed or corrected. C. Observe that all items on final list have been completed or corrected and make recommendations to ARCHITECT concerning acceptance. C. Umitations 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 ARCHITECTs authority as set forth in the Agreement or the Contract Documents. 3. Shall not undertake any of the responsibilities of CONTRACTOR, subcontractors or CONTRACTOR's superintendent. B-4 . e 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. 8-5 . e EXHIBIT C COMMUNICATION EXHIBIT C TO AGREEMENT BETWEEN OWNER AND ARCHITECT FOR PROFESSIONAL SERVICES, dated April 26, 1999 All correspondence shall include City of La Porte Project No. 99-2206. All correspondence regarding this Agreement for Professional Services and fee invoicing from ARCHITECT to OWNER shall be addressed as follows: City of La Porte Attention: John Joems, Assistant City Manager PO Box 1115 La Porte, TX 77572-1115 Delivery Address: 604 West F airmont Parkway La Porte, TX 77571 Deliveries related to project design and construction shall be sent to: City of La Porte Attention: Doug Kneupper, PE, Planning Director 604 West Fairmont Parkway La Porte, TX 77571 All correspondence from OWNER to ARCHITECT shall be addressed to: Robert W. McKinney AlA Attention: Robert McKinney 6575 West Loop South, Suite 300 Bellaire, Texas 77401 C-1 . e EXHIBIT 0 INSURANCE EXHIBIT 0 TO AGREEMENT BETWEEN OWNER AND ARCHITECT FOR PROFESSIONAL SERVICES, dated April 26, 1999 This is an exhibit attached to, made a part of and incorporated by reference into the Agreement made on April 26, 1999, between the City of La Porte (Owner) and Robert W. McKinney AlA (Architect) providing for professional services. Section 7.3 of the Agreement is amended and supplemented to include the following agreement of the parties: The limits of liability for the insurance required by paragraph 7.3 of the Agreement are as follows: By Archited: 1. Worker's Compensation Statutory 2. Employer's Liability $1,000,000 3. General Liability General Aggregate $500,000 Each Occurrence (Bodily Injury and Property Damage) $1,000,000 4. Excess Umbrella Liability General Aggregate $500,000 5. Automobile Liability $500,000 6. Professional.Liability Each Occurrence $250,000 Aggregate $500,000 0-1