HomeMy WebLinkAboutO-1998-2231
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OR~GINAL
ORDINANCE NO. 98- aa.31
AN ORDINANCE APPROVING AND AUTHORIZING AN AGREEMENT BETWEEN THE
CITY OF LA PORTE AND RANDALL-PORTERFIELD ARCHITECTS, IRC. , TO
PROVIDE PROFESSIONAL ARCHITECTURAL SERVICES FOR PRELIMINARY LAYOUT,
FINAL DESIGN, AND CONSTRUCTION CONTRACT DOCUMENTS OF IMPROVEMENTS
TO SEABREEZE PARK; APPROPRIATING $42,750.00, TO FUND SAID CONTRACT;
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 not to exceed
$42,750.00 from the Capital Improvement Fund No. 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 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.
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ORDINANCE NO. 98- 3331
PAGE 2
section 3. This Ordinance shall be effective from and after
its passage and approval, and it is so ordered.
PASSED AND APPROVED, this 13th day of April, 1998.
By:
CITY OF LA PORTE
4m -~
N rma~e,
Mayor
ATTEST:
~<dl/#d
ha A. Gil ett,
City Secretary
Knox W. ASkins,
City Attorney
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AGREEMENT
BETWEEN OWNER AND ARCHITECT
FOR
PROFESSIONAL SERVICES
SEABREEZEPARKIMPROVEMENTS
CLP Project No. 96-5201
April 1998
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TABLE OF CONTENTS
TABLE OF CONTENTS
Page(s}
1
IDENTIFICATION OF THE PARTIES/PROJECT DESCRIPTION
2
SECTION
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1 BASIC SERVICES OF ARCHITECT
General
Schematic Design Phase
Design Documents Phase
Construction Documents Phase
Bidding or Negotiation Phase
Construction Phase
Operational Phase
1-1 through 1-9
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 4-3
5-1 through 5-3
6-1 through 6-2
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
7.1
7.2
7.3
7.4
7.5
7.6
GENERAL CONSIDERATIONS
Termination
Reuse of Documents
Insurance
Controlling Law
Successors and Assigns
Dispute Resolution
7-1 through 7-3
SECTION 8 SPECIAL PROVISIONS, EXHIBITS AND SCHEDULES 8-1
Exhibit A FURTHER DESCRIPTION OF ARCHITECT BASIC A-1 through A-3
SERVICES AND RELATED MATTERS
Exhibit B DUTIES, RESPONSIBILITIES AND B-1 through B-6
LIMITATIONS OF AUTHORITY OF
THE RESIDENT PROJECT REPRESENTATIVE.
Exhibit C COMMUNICATION C-1
Exhibit D INSURANCE D-1
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AGREEMENT
BETWEEN
OWNER AND ARCHITECT
FOR
PROFESSIONAL SERVICES
THIS IS AN AGREEMENT made as of April 13, 1998 between the City of
La Porte, Texas (OWNER) and RANDALL - PORTERFIELD ARCHITECTS, Inc.
(ARCHITECT) .
OWNER intends to construct a concrete parking lot,
shoreline protection and beautification,
and various park
improvements at Seabreeze Park in general conformance with the
"Development Report and Recommendation to Council" by the Seabreeze
Citizens Development Committee, also in more specific conformance
with the Seabreeze Park Master Site Plan previously prepared by
ARCHITECT (hereinafter called the PROJECT) .
The OWNER and ARCHITECT agree as set forth below.
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SECTION 1 - BASIC SERVICES OF ARCHITECT
1.1 General
1.1.lARCHITECT shall provide for OWNER professional architectural
services in all phases of the proj ect to which this Agreement
applies as hereinafter provided. These services will include
serving as OWNER's professional representative for the proj ect,
providing professional consultation and advice and furnishing
customary civil, structural, mechanical, and electrical engineering
services incidental thereto.
1.1.2The 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.
1.1.3The ARCHITECT's services consist of those services performed
by the ARCHITECT, ARCHITECT's employees and ARCHITECT's consultants
employed as hereinafter provided.
1.2 Schematic Design Phase
After written authorization to proceed with the
Schematic Design Phase, the ARCHITECT shall:
1.2.1Consult with the OWNER to clarify and redefine OWNER'S
requirements for the proj ect 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.
1.2.3The 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.
1.2.4Based 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
ARCHITECT'S opinion of probable costs for the proj ect, including
the following which will be separately itemized:
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Construction Cost(s}:
materials and equipment costs,
materials testing and equipment
costs,
allowances for laboratory testing,
appropriate contingencies,
and special instructions,
Allowance for Architectural/Engineering 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 Descriptions of Basic Services and Related
Matters" .
1.3 Design Development Phase
After written authorization to proceed with the Design
Development Phase, ARCHITECT shall:
1.3.1In 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 detennine the general scope, extent and character of the
Project.
1.3.2The ARCHITECT shall prepare Design Development documents
consisting of final design criteria, preliminary drawings, outline
specifications and written descriptions of the Project.
1.3.3Advise 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.
1.3.4Based 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).
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1.3.5Furnish five copies of the above Design Development documents
and present and review them in person with OWNER.
1.3.6 Furnish one set of reproducible of the design drawings to
the 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
After written authorization to proceed with the Final
Construction Documents Phase, ARCHITECT shall:
1.4.1Based 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 specifications shall be prepared in conformance
with the sixteen division format of the Construction Specifications
Institute.
1.4.2See 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 pennits 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 adj ustments to the latest op~n~on 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 proj ect or Construction Costs. Furnish to
OWNER a revised opinion of probable Total proj ect 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
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General Conditions of the Contract (in the fonn of AlA document
A201) for OWNER'S review. comment. modification. and ap~roval.
1. 4.5 Furnish 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:
1.5.1Following 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 contract for construction,
materials, equipment and services; and, where applicable, 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.
1.5.2Issue addenda as appropriate to interpret, clarify or expand
the Bidding Documents.
1.5.3Consult with and advise OWNER as to the acceptability of
subcontractors, suppliers and other persons and organizations
proposed by the prime contractor (herein called "Contractor") for
those portions of the work as to which such acceptability is
required by the Bidding Documents.
1.5.4Consult with OWNER concerning and detennine the acceptability
of substitute materials and equipment proposed by Contractor when
substitution prior to the award of contracts is allowed by the
Bidding Documents.
1.5.5Attend 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".
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1.6 Construction Phase
After written authorization to proceed with the
Construction Phase; ARCHITECT shall:
1.6.1General Administration of Construction Contract
ARCHITECT shall consult with and advise OWNER and act as
OWNER's representative as provided in the Standard General
Conditions of the Construction Contract (as ap~roved by OWNER per
paragraph 1.4.4) .
The extent and limitations 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
wri ting . All of OWNER's instructions 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.
1.6.2Visits to Site and Observation of Construction.
In connection with observation of
Contractor(s) while it is in progress:
the work of
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.
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1.6.2 .3 The purpose of ARCHITECT I 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)' 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) 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.
1.6.4Interpretations 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.
1.6.5Shop 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
conformance with the design concept of the Project and compliance
with the information given in the Contract 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.
1.6.6Substitutes
ARCHITECT shall evaluate and determine the acceptability
of substitute materials and equipment proposed by Contractor(s),
but subject to the provision of paragraph 2.2.2. (Required
Additional Services) All substitutes shall be approved by OWNER.
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1.6.7Inspections 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 Contract Documents (but only to determine generally
that their content complies with the requirements of, and the
results certified indicate compliance with the Contract Documents.)
1.6.8Disputes between OWNER and Contractor
ARCHITECT shall act 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.
1.6.9Applications for Payment
Based
experienced and
provided by the
applications for
on ARCHITECT's on-site observations as an
qualified design professional, on information
Resident proj ect Representative and on review of
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 I s ~owledge, 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.
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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 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.
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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 ARCHITECT's 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 to properly perform
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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.lFurnish the deliverable items referred to in
Section 1.6.10 and in the Operational Phase and present and review
them in person with OWNER.
1.7.2Define 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.
1.7.3Define 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.
1.7.4Coordinate, attend and participate in the start up and
training orientations as described in paragraphs 1.7.2 and 1.7.3.
1.7.5Record Drawings.
ARCHITECT shall furnish the OWNER a set of marked up
prints, drawings and other data kept by the Contractor (s) I and
Project Representative (if employed by the ARCHITECT) in a form and
manner that clearly depicts significant changes made during the
construction process.
1.7.6At 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.
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SECTION 2 - ADDITIONAL SERVICES OF ARCHITEcr
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.
2.1.1Preparation 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
proj ect; preparation or review of environmental assessments and
impact statements; review and evaluation of the effect on the
design requirements of the proj ect 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.
2.1.2Services 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 ARCHITECT's control.
2.1.4Providing renderings or models for OWNER's use.
2.1.5Preparing 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.
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2.1.7Furnishing services of independent professional associates and
consultants for other than Basic Services (which include, but are
not limited to, customary civil, structural, technical and
electrical engineering and customary architectural design
incidental thereto) j and providing data or services of the types
described in paragraph 3.4 when OWNER employs ARCHITECT to provide
such data or services in lieu of furnishing the same in accordance
with paragraph 3.4.
2.1.8If ARCHITECT's 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.
2.1.9Services 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 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
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"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 ARCHITECT for such Additional Services
which will be paid for by OWNER as indicated in Section 5.
2.2.1Services 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 determining the acceptability of an unreasonable or
excessive number of substitutions proposed by Contractor.
2.2.3Services resulting from significant delays, changes or price
increases occurring as a direct or indirect result of material,
equipment or energy shortages.
2.2.4Additional 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 normal working hours, and (4) default by
any Contractor.
2.2.5Services (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.
2.2.6Evaluating an unreasonable or extensive number of claims
submitted by Contractor(s) or others in connection with the work.
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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 criteria and full information as to OWNER's
requirements for the Project, including design objectives and
constraints, space, capacity and perfonnance 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 Description of Basic Services and Related
Matters"), the following:
3.4.1Data 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;
3.4.3environmental assessment and impact statements;
3.4.4property, boundary, easement, and right-of-way, topographic,
and utility surveys and related office computations and drafting;
3.4.5property descriptions;
3.4.6zoning, deed and other land use restriction; and
3.4.70ther special data or consultation not covered in
Section 2; all of which ARCHITECT may use and rely upon in
performing services under this Agreement.
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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 Assist ARCHITECT in furnishing approvals and permits
from all governmental authorities having jurisdiction over the
proj ect and such approvals and consents from others as may be
necessary for completion of the Project.
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 OWNER may
require to ascertain that Contractor(s) are complying with any law,
rule, regulation, ordinance, code or order applicable to their
furnishings and performing the work.
3 .10 If OWNER designates a person to represent OWNER at 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.
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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
preconstruction conferences, construction progress and
related meetings and substantial completion inspections
payment inspections.
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 ARCHITECT I S services, or any defect or
nonconformance in the work of any Contractor.
opening,
other job
and final
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.
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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 perfonnance 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 perfonnance 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
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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 ARCHITECT's Drawings,
Specifications and Construction Documents Phase documentation
including the most recent opinion of 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.S} .
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
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(but without termination 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 performed under more than
one prime contract. the ARCHITECT will be co~ensated in accordance
with paragraph 5.1.2.
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SECTION 5 - PAYMENTS TO ARCHITECT
5.1 OWNER has established an initial construction cost limit
of four hundred thirty one thousand, eight hundred eighteen dollars
($431,818.00) for the Project plus a ten percent (10%) contingency
in the amount of forty three thousand, one hundred eighty two
dollars ($43,182.00) for a total of four hundred seventy-five
thousand dollars ($475,000.00) available for construction.
5.1.1For 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 lump sum in the amount of forty-two thousand seven
hundred fifty dollars (S42. 750.00) . Progress payments for Basic
Services in each phase shall total the following percentages of the
total basic compensation payable:
Design Development Phase
Construction Documents Phase
Bidding or Negotiation Phase
Construction Phase
(includes 20 site visits)
Operational Phase
( 25%)
( 40%)
( 10%)
( 20%)
$10,687.50
$17,100.00
$ 4,275.00
$ 8,550.00
$ 2,137.50
(---.2% )
Total Compensation for Basic Services
$ 42.750.00
5.1.1.2 Should the ARCHITECT's 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 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 pay the ARCHITECT seventy-five percent ( 75%) of the fee
as specified in Section 5.1.1.1.
5.1.1.4 The ARCHITECT'S responsibility to provide Basic Services
for the Construction Phase under this Agreement commences with the
award of the Contract for Construction and tenninates 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.
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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
and Categories identified in paragraph 5.5 of
Agreement, or as mutually agreed between OWNER
ARCHITECT prior to the commencement of any
services.
Rates
this
and
such
5.1.2.1 Resident Project Services. For Services of ARCHITECT's
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
Agreement, or as mutually
ARCHITECT prior to the
services.
in paragraph 5.5 of
agreed between OWNER
commencement of any
this
and
such
5.1.2.2 Professional 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.
5.1.3For 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.
5.2.1ARCHITECT shall submit monthly statement for Basic and
Additional Services rendered and for Reimbursable Expenses
incurred. The statements will be based upon ARCHITECT's estimate
of the proportion of the total services actually completed at the
time of billing. OWNER shall make prompt monthly payments in
response to ARCHITECT's monthly statements.
5.3 Other provisions Concerning Payments.
5.3.1If OWNER fails to make any payment due ARCHITECT for services
and expenses within thirty days after receipt of ARCHITECT's
statement therefor, the amount due ARCHITECT will be increased at
the rate of 1% per month from said thirtieth day, and in addition,
ARCHITECT may, after giving seven days I written notice to OWNER,
suspend services under this Agreement until ARCHITECT has been paid
in full all amounts due for services, expenses and charges.
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5.3.2Records 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 consul tants in the
interest of the Project, as identified in the following clauses.
5.4.1Expenses 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
$0.31/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.
5.4.4Expense of renderings, models and mock-ups requested by the
OWNER.
5.4.5Expense 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:
Principal Architect
Architect
Computer Drafting
Staff
$95.00 / hour
$75.00 / hour
$65.00 / hour
$50.00 / hour
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.
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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 II) means the total cost to OWNER
of those portions of the entire Project designed and specified by
ARCHITECT, but it will not include ARCHITECT's 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 1.2.6.)
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 determining prices, or over competitive
bidding or market conditions, ARCHITECT's 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 proj ect or Construction Costs, OWNER shall
employ an independent cost estimator as provided in paragraph 3.9.
6.2.2If 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.
6.2.2.2 Any Construction Cost limit so established will include
a contingency of five percent unless another amount is agreed upon
in writing.
6.2.2.3 ARCHITECT 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.
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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 shall 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 sixty (60) days, or (3) cooperate in
revising the proj ect '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. No compensation will be
made for services in making such modifications per paragraph
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.
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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 proj ect . 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
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
indemnify and hold harmless ARCHITECT and ARCHITECT's 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 described in Exhibit D.
7.3.1ARCHITECT 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.
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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 .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 permitted 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.
7.5.2Neither 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
effect 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
7.6.1 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.
7.6.2 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 submit to the other a written response. The
notice and response shall include (a) a statement of each party's
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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 information and to attempt to
resolve the dispute.
7 . 6 .3 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
Construction Industry Mediation Rules of the American Arbitration
Association.
7.6.4 If the matter has not been resolved pursuant to the aforesaid
mediation procedure within ninety 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
controversy shall be settled by arbitration in accordance with
IIAmerican Arbitration Association Construction Industry Arbitration
Rulesll by a sole arbitrator. The arbitration shall be governed by
the United States Arbitration Act, 9 U.S.C & 1-16, and judgement
upon the award rendered by the Arbitrator may be entered by any
court having jurisdiction thereof. The place of arbitration shall
be Harris County. The arbitrator is not empowered to award damages
in excess of actual damages, including punitive damages.
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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:
8.2.1Exhibit A "Further Descriptions of Basic Services and Related
Matters" consisting of ~ pages.
8 . 2 .2 Exhibi t B "Duties, Responsibil i ties and Limitations of
Authority of Resident Project Representative" consists of Q pages.
8.2.3Exhibit C "Communication" consists of ~ page.
8.2.4Exhibit D "Insurance" consists of 1. page.
8.3 This Agreement (consisting of 28 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, 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
ARCHITECT:
RANDALL- TERFIELD ARCHITECTS. INC.
5-1-?~
~~~ T. ~
City Manager
AmST t7~c:S~
~~~~~'f\ CAROLYN SUMMERS
· I.~.J 0) Notary Public, State of Texal
"", ~...~'} My Commission ExpI/'llS Mar. 14. 200li
1'f..e.~~
q][
OAJJ//l;O, ~~fjU1/
City Secretary
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EXHIBIT A
EXHIBIT A TO AGREEMENT BETWEEN OWNER AND ARCHITECT
FOR PROFESSIONAL SERVICES, dated
April 13, 1998
FURTHER DESCRIPTION OF ARCHITECT BASIC SERVICES AND RELATED MATTERS
1. This is an exhibit attached to, made a part of and
incorporated by reference into the Agreement made on April 13,
1998, between the City of La Porte (OWNER) and Randall
Porterfield Architects, Inc. (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 perfo:rmance of certain services as
indicated in Section 4 of the Agreement are stipulated as indicated
below.
2. The Schematic Design Phase shall be omitted from Basic
Services of Architect:
3 . During the Design Development Phase ARCHITECT shall:
a. Provide document sets to OWNER as outlined in
paragraph 1.3.5.
b. Attend 2 meetings 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 pe:rmits with or obtaining
approvals of such governmental authorities as have
jurisdiction to approve the design of the project.
Specific instances will be the U. S . A:rmy Corps of
Engineers and the Texas General Land Office.
The Design Development Phase Services will be completed and
Contract Documents and ARCHITECT's opinion of costs submitted
within 30 days following written authorization from OWNER to
ARCHITECT to proceed with that phase of services.
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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
Cover Sheet/Area Maps
Location Plans/Sheet Indicators
Final Site Plan and Grading Plan
Mechanical Plans and Utilities
Plans and Elevations for Park Structures
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 ----1- meetings with City staff to discuss
proj ect 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-50 % of Detailed Design provide ~
set.
Pre-Final-90 % of Detailed Design provide ~
sets.
Final- 100% of Detailed Design provide ~
sets.
e. The ARCHITECT will develop a final "Total 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 45 calendar days following
written authorization from OWNER to ARCHITECT to proceed with
that phase of services.
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5. During the Bidding or Negotiating Phase ARCHITECT shall:
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 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 Architect's findings.
The ARCHITECT shall not
evaluating the financial
Contractors.
be responsible for the
statement submitted by
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 per 2 weeks over the term
of construction.
The Construction Phase Services will be completed per terms of
paragraph 4.7.
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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 April 13, 1998, between The
City of La Porte. Texas (OWNER) and Randall Porterfield
Architects. Inc. (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 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 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 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.
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2.
Conferences and Meetings:
Attend meetings with CONTRACTOR, such
preconstruction conferences, progress meetings,
conferences and other project-related meetings,
prepare and circulate copies of minutes thereof.
as
job
and
3. Liaison:
a.
Serve as ARCHITECT's 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 which 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
progress to assist ARCHITECT in determining
the Work is in general proceeding
accordance with the Contract Documents.
in
if
in
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 rej ected or should be uncovered
for observation, or requires special testing,
inspection or approval.
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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 with RPR's reconunendations 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,
ARCHITECT's clarifications and interpretations
of the Contract Documents, progress reports,
and other Project related documents.
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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 maj or
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 recommend to ARCHITECT
Change Orders, Work Directi ve 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.
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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 ~r
corrected.
c.
Observe that all
completed or
recommendations
acceptance.
items on final list have been
corrected and make
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.
Shall not undertake any of the
CONTRACTOR, subcontractors
superintendent.
responsibilities of
of CONTRACTOR's
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.
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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.
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EXHIBIT C
COMMUNICATION
COMMCNlCATION
All correspondence shall include City of La Porte Project No. 96-
5201. All correspondence regarding this Agreement for Professional
Services and fee invoicing from ARCHITECT to Client shall be
addressed as follows:
City of La Porte
Attention: Doug Kneupper, P.E., City Engineer
PO Box 1115
La Porte, TX 77572-1115
Delivery Address:
604 West Fairmont Parkway
La Porte, TX 77571
Deliveries related to project design and construction shall be
sent to:
City of La Porte
Attention: Doug Kneupper, P.E., City Engineer
604 West Fairmont Parkway
La Porte, TX 77571
All correspondence from OWNER to ARCHITECT shall be addressed
to:
Randall - Porterfield Architects, Inc.
Attention: Bob Randall
1006 South Shore Drive
Clear Lake Shores, TX 77565
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EXHIBIT D
EXHIBIT D TO AGREEMENT BETWEEN OWNER AND ARCHITECT
FOR PROFESSIONAL SERVICES, dated
April 13, 1998
This is an exhibit attached to, made a part of and
incorporated by reference into the Agreement made on April 13,
1998, between the City of La Porte (Owner) and Randall -
Porterfield Architects, Inc. (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 Architect:
1. Worker's Compensation
Statutory
2.
Employer's Liability
General Liability
General Aggregate
Each Occurence (Bodily Injury
and Property Damage)
Excess Umbrella Liability
General Aggregate
$1,000,000
3.
$500,000
$1,000,000
4.
5.
Automobile Liability
Professional Liability
$500,000
$500,000
$500,000
6.
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