HomeMy WebLinkAboutPR 18373: EDC CONTRACT WITH VINCENT P. HAUSER ARCHITECT Interoffice
MEMORANDUM
To: Mayor, City Council, Acting City Manager
From: Floyd Batiste, CEO
Date: June 3, 2014
Subject: P. R. No. 18373; Council Meeting on June 10, 2014
A RESOLUTION AUTHORIZING THE CITY OF PORT
ARTHUR SECTION 4A ECONOMIC DEVELOPMENT
CORPORATION TO ENTER INTO A PROFESSIONAL
SERVICE CONTRACT WITH VINCENT P. HAUSER
ARCHITECT IN AN AMOUNT NOT TO EXCEED $20,000.00
FOR PREPARING AND SUBMITTING PRELIMINARY
STATE OF TEXAS HISTORIC TAX CREDIT
APPLICATIONS.
P.R. No. 18373
6/2/2014 CS
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY OF PORT
ARTHUR SECTION 4A ECONOMIC DEVELOPMENT
CORPORATION TO ENTER INTO A PROFESSIONAL
SERVICE CONTRACT WITH VINCENT P. HAUSER
ARCHITECT IN AN AMOUNT NOT TO EXCEED $20,000.00
FOR PREPARING AND SUBMITTING PRELIMINARY
STATE OF TEXAS HISTORIC TAX CREDIT APPLICATION.
WHEREAS, it is deemed in the best interest of the citizens of Port Arthur for an
architect to prepare and submit a preliminary State of Texas Historic Tax Credit application for
the 501 Procter building; and
WHEREAS, the City of Port Arthur Section 4A Economic Development Corporation
(the "PAEDC") wants to engage Vincent P. Hauser Architect to prepare submission of the THC
to list 501 Procter building on the National Register of Historic Places and provide an application
to the Texas Historical Commission in support of future applications for State of Texas Historic
Tax Credit; and
WHEREAS, Vincent P. Hauser Architect estimates a proposed fee of$14,000-$17,000
plus reimbursable expenses of$3,000 set forth in the Agreement attached hereto as Exhibit "A";
and
WHEREAS, at the regular Board meeting on June 2, 2014, the PAEDC Board of
Directors voted to enter into the Agreement with Vincent P. Hauser Architect for a cost not to
exceed $20,000.00.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF PORT ARTHUR, TEXAS:
Section 1. That the facts and opinions in the preamble are true and correct.
Section 2. That the City Council authorizes the PAEDC to enter into a professional
service contract with Vincent P. Hauser Architect to prepare and submit preliminary State of
Texas Historic Tax Credit application for the 501 Procter building.
Section 3. That the City Council authorizes the payment of the estimated amount of
$20,000.00, which includes the reimbursable expenses as specified in Exhibit "A".
Section 4. That a copy of the caption of this Resolution be spread upon the Minutes
of the City Council.
READ, ADOPTED AND APPROVED on this day of A.D., 2014,
at a Meeting of the City Council of the City of Port Arthur, Texas, by the following vote:
AYES:
Mayor ,
Councilmembers ,
NOES: .
Deloris "Bobbie" Prince,Mayor
ATTEST:
Sherri Bellard, City Secretary
#1079161 Page 2
APPROVED:
Floyd Batiste, PAEDC CEO
APPROVED AS TO FORM:
fe
Guy N. Goodson, PAEDC Atto
APPROVED AS TO FORM:
7L1 er
Valecia R. Ti 11 City Attorney
#1079161 Page 3
Exhibit "A"
VINCENT P. HAUSER
ARCHITECT
1412 Collier Street Suite C AUSTIN,TEXAS 78704
tel 512-452-3041
May 15,2014 d r a f t
Mr.Floyd Batiste
Chief Executive Officer
Port Arthur Economic Development Corporation
4173 39Ih St ofc:409-963-0579
Port Arthur,TX 77642 fax:409-963-0683
Re: Proposal for Professional Services for Port Arthur Savings Building
Texas Historical Commission and State Historic Tax Credits
Dear Mr,Batiste:
I am pleased to present this proposal ("Proposal") to the Port Arthur Economic Development Corporation (PAEDC)
("Client")for professional services for an initial feasibility and design services for renovations to the former Port Arthur
Savings Building located at Procter Street and Austin Avenue in Downtown Port Arthur, Texas (the"Project"). This
Proposal includes General Terms and Conditions which are attached to, and incorporated into this Proposal. The
Proposal and the General Terms and Conditions are referred to as the"Agreement'and those documents refer to me
as the'Architect.*
PROJECT DESCRIPTION
Vincent P. Hauser will be the Architect for the purpose of preparing and submitting preliminary State of Texas Historic
Tax Credit applications to the Texas Historical Commission(THC)for the Port Arthur Savings Building.
SCOPE OF SERVICES
The scope of Basic Services for the Architect is as follows:
1. Prepare submissions to the THC for individual listing on the National Register of Historic Places.
A. Prepare a submission to the THC for Determination of Eligibility to the National Register and
respond to requests for additional information by the THC.
B. Prepare a draft National Register nomination for the THC to review, including supporting
documentation as requested by the THC.
C. Revise the draft THC nomination as needed and submit to the Port Arthur EDC and the City of
Port Arthur Historical Commission as part of the Commission's review and of the Port Arthur
Savings Building application for local historic designation.
2. Provide preliminary submissions to the THC in support of a future application for State of Texas
Historic Tax Credits.
A. Preliminary submission will include drawings and support documentation formatted to use the
existing National Park Service(NPS)Part 2 Application.
B. Amend Part 2 documentation as requested by the THC during construction.
C. Prepare the anticipated NPS Part 3 Request for Certification for completed work as the expected
format for the description of completed work, in support of the eventual State tax credit
application.
3. The Architect will provide an electronic copy of submissions to the Client.
Scope of Work for the Client is as follows:
1. Client shall provide Architect with information and documents relating to the applications as
requested.
2. Client shall respond in a timely manner to requests by the Architect for direction, including any Board
or City Council direction and approvals required.
3. Provide Architect with FEMA flood maps of the site, utility information, ESA and other related
information as available.
DELIVERY of SERVICE
The Architect's services will be performed as expeditiously as is consistent with professional practice. Architect and
Client will jointly develop a reasonable schedule for preparation of the Documents (as that term is defined in the
General Terms and Conditions). This schedule shall allow an appropriate amount of time for each phase of Architect's
services. Architect,however,shall not have any liability in the event of any deviations from the schedule.
It is anticipated that the work will require 30 days to complete after execution of the Agreement.
REIMBURSABLE EXPENSES
Reimbursable expenses are excluded from the Professional Fees. Reprographics (excluding internal plots and
printing), courier services, travel beyond the scheduled meetings and other normal out-of-pocket costs directly
associated with Architect's services are considered reimbursable expenses. Reimbursable expenses will be billed at
1.10 times their cost.
PROFESSIONAL FEES
For the Architect's services noted above'for the period described, I propose a reimbursable fee estimated to be
$14,000- $17,000 plus reimbursable expenses. The fee is exclusive of reasonable reimbursable expenses such as
travel and client-requested printing costs. Including 5 travel days, I estimate reimbursable expenses to be
approximately$3,000. Invoices for professional services and reimbursable expenses shall be billed at the end of each
month, based on services completed, and shall be paid in accordance with the General Terms and Conditions. Final
payment is due 10 days after submission of final invoice.
ADDITIONAL SERVICES
Any services beyond Basic Services outlined above shall be considered Additional Services and subject to additional
compensation.Additional Services include,but are not limited to significant changes to the general scope of work,
changes to previously approved concepts or designs,changes in applicable codes, laws or regulations subsequent to
the Client's approval of the preliminary designs and estimates,travel outside the City of Austin,professional
renderings,and other consultants.Additional Services will be billed at the rate of$125 per hour or as per approved
proposal requested by the Client.Approval in writing of Additional Services will be required.
ADDITIONAL PROVISIONS
1. The Client acknowledges that the State of Texas has no offidal application or review process for the State
Tax Credit program as of the date of this Agreement,and is not allowed to review any projects officially until
2015. This work is to be performed in cooperation with the THC and is to be considered informal. The
Architect reserves the right to revise the scope of work as reasonably required to respond to the THC review
process,and will keep the Client informed during the course of the work.
2. The Architect will coordinate with other work being performed as a consultant to Haddon + Cowan on the
renovation of 501 Procter to take advantage of any efficiencies to be achieved.
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Signatures below and signatures on the Terms and Conditions authorize Vincent P. Hauser Architect to proceed with
the Scope of Work outlined above.
I appreciate the opportunity to provide architectural services on the Project. If there are any questions regarding the
Proposal or the General Terms and Conditions of this Agreement, please let me know. Please sign 2 originals of the
Proposal and Terms and Conditions and return one executed original of each to me.Any verbal or written authorization
by Client to proceed with any services,whether Basic or Additional,under this Agreement shall include all of the terms
of this Agreement.
Sincerely,
•
Vincent P.Hauser,AIA Floyd Batiste
Vincent P.Hauser,Architect PAEDC
date: date:
Texas Board of Architectural Examiners has jurisdiction over complaints regarding professional practices of persons
registered as Architects in Texas.
Texas Board of Architectural Examiners
Hobby Building
333 Guadalupe St,Suite 2-350
Austin,Texas 78711
Ph#512-305-9000
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VINCENT P.HAUSER
PROFESSIONAL SERVICES AGREEMENT
PART II—TERMS AND CONDITIONS
This Professional Services Agreement is made and entered into between Port Arthur Economic Development Corporation("Client")and Vincent
P. Hauser("Architect") 1412 Collier St Suite C, Austin, Texas 78704. This Agreement consists of two parts: Part 1 Proposal - Scope of
Services and Compensation;and Part I1-Terms and Conditions.
ARTICLE 1: PROFESSIONAL SERVICES completion of Services in accordance with the timely completion
specified in the Proposal and any amendments thereto. Architect
1.1 Services. In connection with the property described in shall not be liable or responsible for any delays caused by
the Proposal ("Property"), Architect shall render the professional circumstances beyond Architect's control.
services ("Services") for the project described in the Proposal
("Project")as outlined in the Proposal and any Amendments. ARTICLE 5: DUTIES
1.2 Agreement. The Professional Services Agreement 5.1 Access. Client will provide Architect with access to the
includes the Proposal, Amendments to the Proposal, and these Property or to any other site as required by Architect for
Terms and Conditions(collectively,the"Agreement"). performance of the Services.
ARTICLE 2: PROPOSALS 5.2 Client-furnished Data. Client shall provide all criteria
and full information as to Client's requirements for the Project,
2.1 Scone. The Proposal(s)shall identify the specific scope designate a person to act with authority on Client's behalf in
of Services to be performed by Architect and those subconsultants respect to all aspects of the Project,examine and respond promptly
specifically identified as having a direct contractual relationship to Architect's submissions, and give prompt written notice to
with Architect ("Subconsultants") in the Proposal. The Proposal Architect whenever he observes or otherwise becomes aware of any
shall also identify the amount and type of compensation for the defect in the work.
Services. Any services not specifically identified in the Proposal
are excluded unless added as additional services with additional Client shall also do the following and pay all costs incident thereto:
compensation to Architect. Furnish to Architect core borings, probings and subsurface
exploration,hydrographic surveys,laboratory tests and inspections
2.2 Acceptance of Agreement. Client shall authorize and of samples, materials and equipment and similar data; appropriate
Architect shall commence work upon Architect's receipt of the professional interpretations of all of the foregoing; environmental
properly executed and signed Proposal(s),as may be amended from assessment and impact statements; architectural or other
time to time. If the Agreement is not executed by Client within engineering design documents, and any other information
thirty(30)days of the date tendered,it shall become invalid unless: previously made available to the Client,which may be required by
(I)Architect extends the time in writing;or(2)at the sole option of Architect, all of which Architect may rely upon in performing its
Architect,Architect accepts Client's oral authorization to proceed - Services.
with the services,in which event the terms of the oral authorization
shall include all the terms of this Agreement. Architect's Client shall provide such legal, accounting, independent cost
performance of the services, including Additional Services, under estimating and insurance counseling services as may be required
the oral authorization shall be in reliance on the inclusion of all the for the Project, any auditing service required in respect of
terms of this Agreement. contractor(s)'applications for payment,and any inspection services
to determine if contractor(s)are performing the work.
ARTICLE 3: CHANGES
5.3 Other Information. Architect will rely upon commonly
3.1 Changes. The Architect and Client may at any time, by used sources of data, including database searches and agency
written amendment, make changes within the general scope of contacts. Architect does not warrant the accuracy of the
individual Proposal(s) or relating to services to be performed. If information obtained from those sources and has not been
such changes cause an increase or decrease in the Architect's cost requested to independently verify such information.
of or time required for, performance of any services under
individual Proposals, an equitable adjustment shall be made and 5.4. Ownership of Documents. All designs, drawings,
reflected in a properly executed Amendment specifications,documents,and other work products of the Architect
(collectively,the"Documents"),whether in hard copy or electronic
3.2 Regulatory Changes. In the event that there are form,are instruments of service for the services and are owned by
modifications or additions to regulatory requirements relating to the the Architect regardless of whether or not services are completed.
services to be performed under this Agreement after the date of Reuse, change or alteration of the Documents by the Client or by
execution of this Agreement, the increased or decreased cost of others acting through or on behalf of the Client is not permitted
performance of the services provided for in this Agreement and without the written consent of Architect. The Architect grants to
subsequent Proposals shall be reflected in an appropriate Proposal Client a nonexclusive license to reproduce the Documents solely
Amendment. for the purpose of constructing and maintaining the Project. Any
termination of the Agreement prior to final completion of
ARTICLE 4: THE TERM construction of the Project shall terminate this license. Upon such
termination, and unless otherwise agreed by Architect in writing,
4.1 Term. Architect shall be retained by Client as of the date the Client (and any third party who received copies of the
Client executes the attached Proposal until the Services have been Documents from Client) shall refrain from making further
fully performed or until the Architect's Services are terminated reproductions of the Documents and shall return to the Architect
under provisions of the Agreement. Architect will pursue within seven days of termination all originals and reproductions in
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the Client's possession, custody and control, ANY REUSE, sequences or procedures of construction selected by contractor(s)
CHANGE OR ALTERATION BY THE CLIENT OR THIRD or the safety precautions and programs incident to the work of
PARTIES IS AT THEIR OWN RISK AND CLIENT AGREES TO contractor(s).
HOLD HARMLESS AND INDEMNIFY THE ARCHITECT,ITS
OFFICERS, PARTNERS, EMPLOYEES, AND 5.11 Permits. Client is responsible for obtaining and
SUBCONTRACTORS FROM ALL CLAIMS, DAMAGES, complying with all required permits or other approvals of,and for
LOSSES, EXPENSES AND COSTS (INCLUDING giving any required notices to, all governmental and quasi-
ATTORNEYS' FEES), INCLUDING, BUT NOT LIMITED TO, governmental authorities having jurisdiction over the Services or
CLAIMS FOR ARCHITECT'S ALLEGED NEGLIGENCE, the Property. Client will provide to Architect copies of any such
ARISING OUT OF OR RELATED TO SUCH AUTHORIZED OR permits or any such notices, together with any other relevant
UNAUTHORIZED REUSE,CHANGE OR ALTERATION. information that will alert Architect to the requirements of such
permits,approvals,or notifications.
5.5. Reporting Obligations. Client has responsibility for
complying with all legal reporting obligations. Nothing in the ARTICLE 6: COMPENSATION OF SERVICES
Agreement precludes Architect from providing any notices or
reports that it may be required by law to give to governmental 6.1 Compensation of Services. Architect's compensation
entities. for services shall be set forth in individual Proposal(s).
5.6 Laboratory Services. In performing services,Architect 6.2 Compensation. Client agrees to pay Architect for
may request that Client provide independent testing laboratory Services in accordance with the Agreement.
services. Architect will rely on the accuracy of the testing
laboratory services. Architect will not, and Client shall not rely 6.3 Payments. Architect will invoice Client monthly in
upon Architect to, check the quality or accuracy of the testing accordance with the terms and conditions of the Proposal, and
laboratory's services. amendment(s)for Services and reimbursables. Client agrees to pay
Architect the full amount of each such invoice within 30 days from
5.7. Changed Conditions. The Client and Architect Client's receipt of each invoice. In no event shall Architect's
acknowledge the possibility of occurrences or discoveries that were failure to bill monthly constitute default under the terms and
not originally contemplated by or known to the Architect. Should conditions of this Agreement
Client or Architect call for contract renegotiation,,they shall
identify the changed conditions necessitating renegotiation and the 6.4 Right to Stop Performance. If Client does not pay any
Architect and the Client shall promptly and in good faith enter into amount due to Architect within forty five (45) days after the
renegotiation of this Agreement. If the terms cannot be agreed to, invoice date, Architect may, upon three(3)additional days verbal
the parties agree that either party has the right to terminate the or written notice to Client, stop performance of the Services until
Agreement. payment of the amount owed has been received.
5.8 Site Visit. All conclusions, opinions and 6.5 Interest. Payments due and unpaid to Architect under
recommendations relating to site issues will be based upon site the Agreement shall bear interest at the rate of six percent(6%)per
conditions at the Property as they existed at the time of Architect's annum,or lesser if required by law,calculated from thirty(30)days
site visit,if any. Any report should not be relied upon to represent after the date of the invoice,if the payment is not made within forty
conditions at a later date. This paragraph does not obligate five 0 days of the date of the invoice.
Architect to visit the site.
6.6 Attorney's Fees. In the event Architect's invoices for
5.9 Opinions of Cost. Should Architect provide any cost Services are given to any attorney for collection, or if suit is
opinions, it is understood that those opinions are based on the brought for collection, or if they are collected through probate,
experience and judgment of Architect and are merely opinions. bankruptcy, or other judicial proceeding, then Client shall pay
Architect does not warrant that actual costs will not vary from those Architect all cost of collection, including the maximum attorney's
opinions because, among other things, Architect has no control fees allowed by law and court costs, in addition to other amounts
over market conditions. due.
5.10 Construction Observation. If construction phase 6.7 Contractual Lien to Secure Payment. Client grants to
services are included in the Services,the Architect will periodically Architect a contractual lien in addition to all constitutional,
visit the Project during construction on the number of occasions statutory and equitable liens that may exist on the property
indicated in the Proposal,or as Architect determines in Architect's described in the Agreement and all improvements thereon to secure
sole opinion, to become generally familiar with the progress and payment for all debts owed,now or in the future, to Architect by
quality of the contractors' work and to determine if the work is Client including those arising as a result of Architect's services
proceeding in general accordance with the Contract Documents. provided under this Agreement. Client grants Architect the
The Client has not retained the Architect to make detailed authority and right to file a copy of this Agreement in the property
inspections or to provide exhaustive or continuous Project review records of the county or counties where the Project is located.
and observation services. The Architect does not guarantee the
performance of and shall have no responsibility for, the acts or ARTICLE 7: TERMINATION OF SERVICES
omissions of any contractor, subcontractor, supplier or any other
entity furnishing materials or performing any work on the Project. 7.1 Termination. This Agreement may be terminated,either
Client acknowledges that Architect is not responsible for any by Client or by Architect, without cause, at any time prior to
failure of any contractor,subcontractor,supplier or any other entity completion of Architect's services, upon seven (7) days written
furnishing materials or performing any work on the Project to notice to the other at the address of record. Upon receipt of written
construct the Project or,manufacture materials in accordance with notice from Client to discontinue work, the Architect shall
the Documents or any applicable legal requirements. Architect discontinue work under this Agreement. Such termination shall
shall not be responsible for the means, methods, techniques, release Architect from any further obligation to provide Services to
Client on this Agreement, but all obligations of Client shall hazardous or toxic materials at the Property, or should it become
continue. In the event Client terminates the Agreement based on known in any way that such materials may be present at the
Client's reasonable opinion the Architect has failed or refused to Property or any adjacent areas that may affect the performance of
prosecute the work efficiently, promptly or with diligence, the Architect's Services, Architect may, at its option and without
Architect shall have at least ten (10) days, from the receipt of liability for consequential or other damages, suspend performance
written notification by Client, to cure such failure to perform in of Services on the Project until the Client retains appropriate
accordance with the terms of this Agreement or Proposal(s). specialist consultant(s) or contractor(s) to identify, abate, and/or
remove the asbestos or hazardous or toxic materials and warrant
Client waives any and all claims it has against Architect arising out that the Property is in full compliance with applicable laws and
of termination of this Agreement by Architect. Client waives any regulations.
and all claims,causes of action,or damages that it has or may have
against Architect for failure to perform further services under this 9.4 Delays. Architect is not responsible for delays caused by
or any other Agreement with Client. factors beyond Architect's reasonable control, including but not
limited to delays because of strikes, lockouts,work slowdowns or
7.2 Compensation in Event of Termination. Upon stoppages, accidents, acts of God, failure of any governmental or
termination by either Client or Architect,Client shall pay Architect other regulatory authority to act in a timely manner, failure of the
with respect to all contracted Services rendered and expenses Client to furnish timely information or approve or disapprove of
incurred before termination an amount fixed by applying the Architect's Services or work product promptly,or delays caused by
Architect's standard hourly rates, in force at the time of 'faulty performance by the Client or by contractors of any level.
termination, to all Services performed to date, in 'addition to When such delays beyond Architect's reasonable control occur,the
termination settlement costs the Architect reasonably incurs Client agrees Architect is not responsible for damages, nor shall
relating to commitments which had become firm before the Architect be deemed to be in default of this Agreement. In the
termination. event such delay exceeds ninety (90) days, Architect shall be
entitled to an extension of time equal to the delay and an equitable
ARTICLE 8: RELATIONSHIP OF PARTIES adjustment in compensation. In the event Architect is delayed by
the Client and_such delay exceeds thirty (30)days, Architect shall
8.1 Independent Contractor. It is understood that the be entitled to an extension of time equal to the delay and an
relationship of Architect to Client shall be that of an independent equitable adjustment in compensation.
contractor. Neither Architect nor employees of Architect shall be
deemed to be employees of Client. 9.5 Project Enhancement. If, due to Architect's error or
omission, any required item or component of the Project is omitted
ARTICLE 9: LIMITATIONS OF LIABILITY from Architect's documents,Architect shall not be responsible for
paying the cost to add such item or component to the extent that
9.1 Limitation of Liability. TO THE FULLEST EXTENT such item or component would have been otherwise necessary to
PERMITTED BY LAW, THE TOTAL LIABILITY OF the Project or otherwise adds value or betterment to the Project. In
ARCHITECT, ITS EMPLOYEES, OFFICERS, no event will Architect be responsible for any cost or expense that
SUBCONSULTANTS AND SUBCONTRACTORS, TO CLIENT provides betterment,upgrade,or enhancement of the Project,
OR ANY PARTY CLAIMING BY, THROUGH OR UNDER
CLIENT, FOR ANY AND ALL INJURIES, CLAIMS, LOSSES, ARTICLE 10: MISCELLANEOUS
EXPENSES, OR DAMAGES WHATSOEVER FROM ANY
CAUSE OR CAUSES, INCLUDING, BUT NOT LIMITED TO, 10.1 Entire Agreement. The Agreement contains the entire
STRICT LIABILITY, BREACH OF CONTRACT,BREACH OF agreement between Architect and Client,and no oral statements or
WARRANTY, NEGLIGENCE, OR ERRORS OR OMISSIONS prior written matter shall be of any force or effect. The Agreement
SHALL NOT EXCEED THE ARCHITECT'S TOTAL FEE. may be modified only by written document executed by both
NOTWITHSTANDING ANY OTHER PROVISION OF THE parties.
AGREEMENT,NEITHER PARTY SHALL BE LIABLE TO THE
OTHER FOR ANY PUNITIVE, SPECIAL, INCIDENTAL, OR 10.2 Modifications. No one has authority to make variations
CONSEQUENTIAL DAMAGES INCURRED DUE TO THE in, or additions to, the terms of this Agreement on behalf of
FAULT OF THE OTHER PARTY, REGARDLESS OF THE Architect other than one of its officers, and then only in writing
NATURE OF THIS FAULT OR WHETHER IT WAS signed by him.
COMMITTED BY THE CLIENT OR BY ARCHITECT, THEIR
EMPLOYEES, AGENTS, SUBCONSULTANTS, OR 10.3 Governing Law. The Agreement shall be governed by
SUBCONTRACTORS. CONSEQUENTIAL DAMAGES and construed in accordance with the laws of the State of Texas.
INCLUDE, BUT ARE NOT LIMITED TO,LOSS OF USE AND
LOSS OF PROFIT. 10.4 Venue. Venue of any action under the Agreement shall
be in accordance with the laws of the State of Texas.
9.2 No Certification. Architect shall not be required to sign
any documents,no matter by whom requested,that would result in 10.5 Severability. If any provision of the Agreement is held
Architect having to certify, guarantee, or warrant the existence of to be illegal,invalid or unenforceable under present or future laws,
conditions whose existence Architect cannot ascertain. The Client such provision shall be fully severable and the Agreement shall be
also agrees not to make resolution of any dispute with Architect or construed and enforced as if such illegal, invalid or unenforceable
payments of any amount due to Architect in any way contingent provision is not a party hereof, and the remaining provisions shall
upon Architect's signing any such certification. remain in full force and effect. In lieu of any illegal, invalid or
unenforceable provision, there shall be added automatically as a
9.3 Asbestos or Hazardous Materials. It is acknowledged part of the Agreement, a provision as similar in terms to such
by both parties that Architect's scope of services does not include illegal, invalid or unenforceable provision as may be possible and
any services related to asbestos or hazardous or toxic materials. In be legal,valid and enforceable.
the event Architect or any other party encounters asbestos or
10.6 Construction of Agreements. The parties acknowledge of legal proceedings by either party. If such matter relates to or is
that each party and, if it so chooses,its counsel have reviewed and the subject of a lien arising out of the Architect's services, the
revised the Agreement and that the normal rule of construction to Architect may proceed in accordance with applicable law to
the effect that any ambiguities are to be resolved against the comply with the lien notice or filing deadlines prior to resolution of
drafting party shall not be employed in the interpretation of the the matter by mediation or other legal proceedings.
Agreement or any amendments or exhibits.
Each party agrees to include a similar mediation provision in all
10.7 Successor and Assigns; No Third Part Beneficiaries. agreements with independent contractors and consultants retained
Client, for himself and partners, if any, and Architect, for itself, for the Project and to require all independent contractors and
each binds himself or itself and its successors,. executors, consultants also to include similar mediation provisions in all
administrators and assigns to the other party to this Agreement and agreements with their respective subcontractors, suppliers, and
to partners, successors, executors, administrators and assigns of Subconsultants, thereby providing for mediation as the initial
such other party in respect to all covenants of this Agreement method for dispute resolution between the parties to all those
Neither Client nor Architect shall assign, sublet, or transfer his agreements.
interest in this Agreement without the written consent of the other.
Nothing herein shall be construed as giving any rights or benefits The parties shall share the mediator's fee and any filing fees
hereunder to anyone other than Client and Architect. Client and equally. The mediation shall be held in the county where the
Architect agree that there are no third party beneficiaries to this Project is located,unless another location is mutually agreed upon.
Agreement Client's representative signing below warrants that he Agreements reached in mediation shall be enforceable as settlement
or she has full authority to bind Client to this Agreement agreements in any court having jurisdiction thereof.
Nothing in the Agreement restricts Architect's ability to hire 10.10 No Warranty or Fiduciary Responsibility. Architect
subconsultants or others in connection with the Services. makes no warranty, either expressed or implied, as to Architect's
Notwithstanding anything to the contrary in this Agreement, findings, recommendations, Documents, or professional advice.
Architect shall have no obligation to hire any subconsultants unless Any warranties or guarantees contained in any purchase orders,
the services of subconsultants are specifically included in the contracts, certifications, requisitions, or notices to proceed issued
Proposal. The Services and any reports or other documents by the Client are specifically objected to and excluded. Client
prepared under this Agreement are for the sole benefit and sole use recognizes that neither Architect nor any of Architect's
of Client and are not for the use of any other person. Only Client Subconsultants or subcontractors owes any fiduciary responsibility
may rely upon the Agreement and the Services,unless the Architect or duty to Client.
gives Client prior and specific written approval.
10.11 Corporate Liability. Client understands and agrees that
10.8 Dispute Resolution. Any claim, dispute or other matter Architect is a business entity that has contracted to perform
in question arising out of or related to the Agreement or the services, and any services provided by Architect's employees,
Services provided thereunder shall be subject to arbitration. Prior agents or officers are not provided in their individual capacity.
to arbitration,the parties shall endeavor to resolve all disputes by Client will not make any claim or demand against any of
mediation. Claims,disputes and other matters in question between Architect's employees, agents or offices in their individual
the parties that are not resolved by mediation shall be decided by capacity.
arbitration which,unless the parties mutually agree otherwise, shall
be in accordance with the Construction Industry Arbitration Rules 10.12 Survival of Provisions. Termination of the Services for
of the American Arbitration Association currently in effect. The any reason whatsoever shall not affect(a)any right or obligation of
demand for arbitration shall be filed in writing with the other party any party that is accrued or vested prior to such termination, and
to the Agreement and with the American Arbitration Association. any provision of the Agreement relating to any such right or
No arbitration arising out of or relating to the Agreement shall obligation shall be deemed to survive the termination of the
include, by consolidation or joinder or in any other manner, an Services or(b)any continuing obligation,liability or responsibility
additional person or entity not a party to this Agreement. The of Architect and of Client which would otherwise survive
foregoing agreement to arbitration shall be specifically enforceable termination of the Services.
in accordance with applicable law in any court having jurisdiction.
The award rendered by the arbitrator or arbitrators shall be final, 10.13 Regulation The Texas Board of Architectural
and judgment may be entered upon it in accordance with applicable Examiners, 333 Guadalupe, Suite 2-350, Austin, Texas 78701-
law in any court having jurisdiction. 3945, telephone (512) 305-9000, has jurisdiction over complaints
regarding the professional practices of persons registered as
10.9 Mediation. Any claim, dispute or other matter in architects in Texas.
question arising out of or related to this Agreement shall be subject
to non-binding mediation as a condition precedent to the institution
Architect: Client:PAEDC
Vincent P.Hauser Floyd Batiste
Title:
Title:Owner Date:
Date: Address:
•