1997-302 O IN CENO
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN
ARCHITECTURAL CONTRACT BETWEEN THE CITY OF DENTON AND DUNKIN SIMS
STOFFELS, INC FOR DENIA PARK PHASE II, AUTHORIZING THE EXPENDITURE OF
FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS
SECTION I That the City Manager ~s hereby authorized to execute an architectural
contract between the City of Denton and Dunkm S~ms Stoffels, Inc for Denm Park Phase II,
substantmlly in the form of the contract which is attached to and made a part ofth~s ordinance for
all purposes
SECTION II That the City Managei is authorized to make the expenditures as set forth
in the attached contract
SECTION III That th~s ordinance shall become effective lmmedmtely upon its passage
and approval
PASSED AND APPROVED this the ~ / '?'''~L~ day of _/~ff~'~ ,1997
JACK MILLER, MAYOR
JENNIFER WALTERS, CITY SECRETARY
~ERT L PROUTY, CITY ATTO~EY
c \docs\ord\I
AGREEMENT FOR ARCHITECTURAL SERVICES
ThiS Agreement madc as ofthe 21 deyof OCTOBER .1997betweentheC~ty
of Denton, Texas, hereinafter referred to as "Owner", and Dunkm Suns Stoffels, Inc herema_~er
referred tO as "Architect" for the following Project Dema Park RenovaUon Phase II The Owner
and Architect agree as set forth below
ARTICLE 1
ARCHITECT'S RESPONSIBHATIES
1.1 ARCHITECT'S SERVICES
1.1.1 The Arctnteet's serwces ¢onsmt of those services performed by the Architect,
Architect'S employees and Architect',~ consultants as enumerated m Amcles 2 and 3 of fins
Agreement and any other services mchided m Amde I I
1.1.~ The Architect's serwees shall be performed as exped~Uously as m consistent vath the
normal degree of professwnal shll and cate and the orderly progress of the Work Upon request of
the Owner, the Arclutact shall subnnt for the Owner's approval a schedule for the performance of
the Architect's serwcas which may be adjusted as the ProJect proceeds, and shall mchid¢ allow-
ances for,periods of rune reqmred for the Owne/s review and for approval of subnussmns by
authonUeS hswng junschct/on over the Project. Tnne hnnts estabhshed by tins schedule and
approved [by the Owner shall not, except for reasonable cause, be exceeded by the Ardutect or
Owner, and any adjusm~ants to fins schedule shall be mutually acceptable to both parties
1.I.~ The serwees covered by fins Agreement are subject to the umc Imutauons contained m
Subparagraph I 0 4 1
ARTICLE 2
SCOPE OF ARCHITECT'S BASIC SERVICES
2.1 DEFINITION
2.1.1 The Ardntect% Bas~¢ Serwcas consmt of those descnbed m Paragraphs 2 2 through 2 6
and any other sennces idenUfied m Am¢le 11 as part of Basic Senncas, and mchid¢ w~thout Into-
taUon normal structo.~, mechanical and elecmcal engmemng sennces and any other engmeenng
services n~?sary to produce a complete and accurate set of Construction Documents, as descnbed
by and required m Paragraph 2 4
2.2 SCHEMATIC DESIGN PHASE
2.2.1 The Architect, m consultatmn w~th the Owner, shall develop a wntten program for the
ProJect to aac~'mm Owner's needs and to estabhsh the requn'emcnts for the ProJect
2.2.2 The Architect shall prowde a prelmunary evaluation of the Owner's program,
conslruct~on schedule end cons~uet~on budget requuements, each m terms of the other, subject to
the himtauons set forth m Subparagraph 5 2 1
2.2.3 The Architect shall review with the Owner alternative approaches to design end
construction of the Project
2.2.4 Based on the mutually agreed-upon program, schedule end consUucUon budget
requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Documents
consisting of drawmgs end other documents illustrating the scale end relauonship of Project
components The Scheruatic Design shall contemplate comphence with all applicable laws,
statutes, ordmences, codes end regulattons
2.2.5 The Architect shall subrmt to the Owner a prelnnmary detmled esUmate of
Construction Cost based on current area, volume or other umt costs end which indicates the cost of
each category of work revolved m conslructmg the Project end establishes an elapsed time factor
for the period of rune from the commencement to the compleuon of construcuon
2.3 DESIGN DEVELOPMENT PHASE
2.3.1 Based on the approved Schematic Design Documents end eny adjustments authorized
by the Owner m thc program, schedule or construction budget, the Arclnteet shall prepare for
approval by thc Owner, Design Development Documents conslstmg of drawings end other
documents to fix end descnbe the size and character of the Project as to architectural, su'uctural,
mechamcal and electncal systems, matenals and such other elements as may be appropnate, which
shall comply with all applicable laws, statutes, ordmences, codes end regulations Notwithstanding
Owner's approval of the documents, Architect warrants that the Documents end specifications will
be sufficient and adequate to fulfill the purposes of the Project
2.3.2 Thc Architect shall ad,ase the Owner of eny adjustments to the prelmunary cstunate of
Conslruction Cost m a further Detmled Statement as dascnbed m Paragraph 2 2 5
2.4 CONSTRUCTION DOCUMENTS PHASE
2.4,1 Based on thc approved Design Development Documents end eny further adjustments
m the scope or quality of the Project or m the construction budget authonzed by the Owner, the Ar-
chitect shall prepare, for approval by the Owner, Consmiction Documents conslstmg of Drawings
end Spectficauons settmg forth m detml reqturements for the construction of the Project, winch
shall comply with all applicable laws, statutes, ordinances, codes end regulations
2.4.2 The Architect shall assist the Owner m the preparation of the necessary b~ddmg
reformation, bidding forms, the Conditions of the contract, and the form of Agreement between the
Owner end contractor
2.4.3 The Architect shall advise the Owner of eny adjustments to prewous prelmnnary
PAGE 2
estmmtes of Construction Cost mchcated by changes m reqinrements or general market conchUons
2.4.4 The Architect shall assist the Owner m connection vath the Owner's responsibility for
filing documants requn'ed for the approval of governmental authontles having 3unsdict~on over the
Project
2.5 BIDDING
2.5.1 The Architect, following the Owner's approval of the Construction Documents and of
the latest prelmunary detmled estunate of Constructaon Cost, shall assist the Owner m obtaining
bids and assist m awarding and preparing con~cts for construcUon
2.5.2 If the lowest b~d for the construcUon of the Project exceeds the total construction cost
of the Project as set forth m the approved Detmled Statement of Probable Construcuon Costs of the
Project subnutted by the Architect, then the Architect, at its sole cost and expense, vail revise the
Construction Documents as may be reqmred by the City to reduce or mo&fy the quanUty or quality
of the work so that the total construction cost of the Project vall not exceed the total construcUon
cost set forth m the approved Detailed Statement of Probable Cons~'uct~on Costs
2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION
CONTRACT
2.6.1 The Architect's responsihihty to provide Basic Serwces for the ConstrucUon Phase
under this Agreement commences with the award of the Conmlct for Consmmt~on and terminates
at the issuance to the Owner of the final Cemficate for Payment, unless extended under the terms of
Subparagraph 9 3 2
2.6.2 The Architect shall provide detmled edmuuslrauon of the Contract for ConstrucUon as
set forth below and m the edition of AIA document .4201, General Conchuons of the Contract for
Construction, current as of the date of this Agreement, unless othervwse provided m this
Agreement
2.6.3 Construction Phase duties, responslhihUes and lumtaUons of authonty of the Architect
shall not be restncted, mochfied or extended vathout wntten agreement of the Owner and Architect
2.6.4 The Architect shall be a representative of and shall advise and consult vath the Owner
(1) during construction, and (2) at the Owner's direction from tune to tune during the correcUon, or
warranty period described m the Contract for Construction The Architect shall have authority to
act on behalf of the Owner only to the extent provided m this Agreement unless othervaso modified
by written, mslrumant
2.6.5 The Architect shall observe the construction site, regardless of whether construcUon is
m progress, to become farmher vath the progress and quality of the Work completed and to
determine LF the Work is being performed m a manner mchcatmg that the Work when completed
vail be in accordance with the Contract Documents Architect shall provide Owner a wntten report
subsequent to each on-site visit On the basis of on-site observaUons as an architect, the Architect
PAGE 3
shall keep the Owner mformed of the progress and quality of the Work, and shall exercise the
utmost care and chhgence m chscovenng and pwmptly repomng to the Owner any defects or
deficiencies m the work of Contractor or any subconm~'tors The Architect represents that he yell
follow the highest professzonal standards m perfomun§ ail servzccs under this Agreement Thc
Architect shall pwmpfly correct any defective designs or speclficat~ous funushad by the Architect
at no cos~ to the Owner The Owner's approval, acceptance, use of or payment for all or any part of
the Architect's services hereunder or of the Project itself shall m no way alter the Architect's
obhgat~ons or the Owner's nghts hereunder
2.6.6 The Architect shall not have control over or charge of and shall not be responsible for
construction means, methods, techniques, sequences or procedures, or for safety precauUons and
programs m counect~on wth the Work The Architect shall not be responsible for the Contracto#s
schedules or failure to carry out the Work m accordance w~th the Conm~ct Documents except
insofar as such failure may result fi~m Architect's negligent acts or ormsslons The Architect shall
not have con~'ol over or charge of acts or ormssions of the Contractor, Subcontractors, or their
agents or employees, or of any other persons performing portions of the Work
2.6.7 The Architect shall at all times have access to the Work wherever it is m preparatwn or
progress
2.6,8 Except as may otberwtse be provided m the Contract Documents or when chrect
commumcations have been specially authorized, the Owner and Contractor shall commumcate
through the Architect Commumcattons by and w~th the Architect's consultants shall be through
2.6.~ Based on the Architect's observattons at the site of the work and evaluations of the
Contractor's Apphcattous for Payment, the Architect shall review and cernfy the amounts due the
Contractor.
2.6.10 The Architect's cerUficatton for payment shall consutute a representaUon to the
Owner, based on the Architect's observattons at the site as prowded m Subparagraph 2 6 5 and on
the data compnsmg the Contractor's Apphcatton for Payment, that the Work has progressed to the
point mchcated and that the quality of the Work Is m accordance wtth the Contract Documents The
foregoing irepresentattons are subject to minor devtattons fi~m the contract Documents correctable
prior to completion and to specific quahficatlons expressed by the Architect The issuance of a
Cemficate for Payment shall further constitute a representation that the Contractor is entttled to
payment m the amount cemfied However, the issuance of a CerUficate for Payment shall not be a
representation that the Architect has (I) reviewed cons~ucUon means, methods, techmques, sequen-
ces or procedures, or (:2) ascertained how or for what purpose the Contractor has used money
previously paid on account of the Contract Sum
2.6.11 The Architect shall have the responsibility and authonty to reject Work which does
not conform to the Conffact Documents Whenever the Architect considers it necessary or
advtsuble for unplementaUon of the intent of the Contract Documents, the Architect wtll have
anthonty to requLre addltlonal inspection or testing of the Work m accordance v~th the provmous
of the Contract Documents, whether or not such Work is fabncated, msudled or completed
PAGE 4
However, neither flus authority of the Architect nor a dec~sion made m good fa:th either to exercise
or not exercise such authority shall g~ve nsc to a duty or responsibihty of thc Architect to the
Contractor, Subcontractors, material and eqmpment suppliers, their agents or employees or other
persons performing porUons of the Work
2.6.12 The Architect shall review and approve or take other appropnate action upon
Conm~ctor's subrmttals such as Shop Drawings, Product Data and Samples for the purpose of (I)
determining comphance wath apphcable laws, statutes, ordinances and codes, and (2) deterr~m~ug
whether or not the Work, when completed, wall be tn compliance wath the reqmrements of the
Contract Documents The Architect shall act wath such reasonable promptness to cause no delay m
the Work or m the construction of the Owner or of separate contractors, while allowing sufficient
tLme m the Architect's professional judgment to permit adequate review Review of such subrmtmls
is not conducted for the purpose of detemunmg the accuracy and completeness of other detads such
as dLmenSlons and quanattes or for substanaatmg msUuct~ons for mstallaUon or performance of
eqmpment or systems das~gned by the Conm~ctor, all of which remain the respons~bihty of the
Contractor to the extent requLred by thc Contract Documents The Architect's rewew shall not
constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of
construction means, methods, techmquas, sequences or procedures Thc Architect's approval of a
specific Item shall not mchcate approval of an assembly of which thc item Is a component When
professional certification of performance characteristics of matenals, systems or equipment ~s
reqmred by the Conuact Documents, the Architect shall be enUtled to rely upon such cemficatton
to establish that the matenals, systems or eqtupment wall meet thc performance cntena reqmred by
the Contract Documents
2.6.13 Thc Architect shall prepare Change Orders and ConstrucUon Change Dn, ect~ves, wath
supporting documentation and data if deemed necessary by thc Architect as provided m Sub-
paragraphs 3 1 1 and 3 3 3, for the Owner's approval and execuUon m accordance wath thc Contract
Documents, and may authorize minor changes m the Work not mvolvmg an adjustment m the
Conuact Sum or an extension of the ConRact Time which are not mconsistent wath the mtent of the
Contract Documents
2.6.14 On behalf of the Owner, the Architect shall conduct inspections to determine the dates
of Substaat~al Completion and Final Completion, and shall issue Cemficatas of Substanual and
Final CompleUon The Architect w~ll receive and rewew written guarantees and related documents
reqmred by the Contract for Constructton to be assembled by the Conm~ctor and shall ~ssue a final
cemficate for Payment upon comphence wath the reqmrements of the Contract Documents
2.6.15 The Architect shall tnterpret and provade recommendations on matters concerning
performance of the Owner end Contractor under the requirements of the Contract Documents on
written request of either the Owner or ConRactor The Architect's response to such requests shall
be made wath reasonable promptness and wathm any tune lmuts agreed upon
2.6.16 InterpretaUons and decisions of the Architect shall be consistent wath the tntent of and
reasonably referable from the Contract Documents and shall be m wntmg or tn the form of draw-
xngs When making such tnterpretatlons and LrUt~al decisions, the Architect shall endeavor to secure
fmthful performance by both Owner end Contractor, and shall not be liable for results or mtetpre-
PAGE 5
rations or deClSlOrlS so rendered m good faith m accordance voth all the provmons of tins
Agreem0nt and m the absence of negligence
2.6,17 The Arclutect shall render written decisions w~thm a reasonable tune on all clanns,
chsputes or other matters m que~on between the Owner and ConU'actor relating to the execul~on or
pmgress of the Work as provided m the Conm~t Documents
2.6.18 The Arclutect (1) shall render services under the Agreement m accordance vath the
normal professional stendards prevailing m the Dallas-Fort Worth metroplex area, (2) w~ll
rennburse the Owner for all damages caused by the defecuve designs the Architect prepares, and
(3) by acknowledging payment by the Owner of any fees due, shall not be released from any rights
the Owner may have under the Agreement or duuuush any of the Architect's obhgaUons
thereunder
2.6.19 The Architect shall pmxade the Owner vnth oN,~ set(s) of reproducible prints
showing all significant changes to the Construcuon Documents dunng the Constract~on Phase
ARTICLE 3
ADDITIONAL SERVICES
3.1 GENERAL
3.1,1 The sermces described m this Amcle 3 are not included m Basic Sermces unless so
identified m Al'ucle 11, and they shall be paid for by the Owner as provided m tills Agreement, m
addmon to the compensation for Basic Services The sermces described under Paragraphs 3 2 and
3 4 shall 0nly be proxaded if anthonzed or comeLrmed m wnUng by the Owner If serrates described
under Contingent Adchfional Sermcas m Paragraph 3 3 are required due to ctrcumstances beyond
the Arcintect's control, the Architect shall notify the Owner pnor to commencing such serrates If
the Ownor deems that such sermcas dascnbed under Paragraph 3 3 are not reqtured, the Owner
shall glvelPrompt written nottce to the Architect If the Owner m&cates m wnung that all or part of
such Core, regent Adcht~onal Sermces are not reqtttred, the Arcintect shall have no obhgat~on to
proxade those services Owner will be responsible for compensating the Architect for Contmgent
Ad&ttonal Sermces only if they are not reqmred due to the negligence or fault of Architect
3.2 PROJECT REPRIgSIgNTATION BEYOND BASIC SERVICES
3.2.1 If more extensive representation at the site than is described m Subparagraph 2 6 5 is
requu'exl, the Arcintect shall prov~cle one or more ProJect RepresentaUves to assist m carrying out
such ackhlionai on-s~te respons~bllmas
3.2.2 ProJect RepresentaUves shall be selected, employed and du'ected by the Architect, and
the Arcintect shall be compensated therefor as agreed by the Owner and Architect The duties,
responslbililaes and ImutaUons of authority of ProJect RepresentaUvcs shall be as desenbed m the
echuon of~AIA Document B352 current as of the date of tins Agreement, unless otbervnse agreed
PAGE 6
3.3 CONTINGENT ADDITIONAL SERVICES
3.3.1 Making material rewslons m Drawings, Speclficat~ous or other documents when such
revisions are:
1 inconsistent with approvals or ms~rucUons previously given by the Owner,
including revisions made necessary by adju.vtments m the Owner's pwgram or
Pwject budget,
2 required by thc enactment or revision of codes, laws or regulat~ous subsequent to
the preparation of such documents, or
3 due to changes reqmred as a result of the Owner's fmlure to render decision in a
timely manner
3.3.2 Proviclmg senaces required because of SlgiUficent changes m the Project including, but
not lmuted to, size, quahty, complexity, the Owner's schedule, or the method of b~ddmg and
contracting for construction, except for services reqmred under Subparagraph 2 $ 2
3.3,3 Prepanng Drawings, Specifications and other documentaUon and supporting data, and
providing other services m connection with Change Orders and Constructton Change Dn'ecUves
3.3.4 Prowding consultaUon concerning replacement of Work damaged by fLre or other
cause during cons~'ucuon, and funushmg senaces reqmred m connection with the replacement of
such Work
3.3.5 Pwvldmg services made necessary by the default of the Contractor, by major defects or
deficiencies m the Work of the Contractor, or by failure of performance of either the Owner or
Con~ractor under the Contract for Consm~ct~on
3.3.6 Providing services m evaluating an extensive number of clmms subimtted by the
Contractor or others m coimectaon with the Work
3.3.7 Providing services m connection with a public hearing, arbitraUon proceeding or legal
proceeding except where the Arclutect IS party thereto
3.3.8 Prepanng documents for alternate, separate or sequentml bids or prowdmg seroces m
connection with bidding or construction prior to the compleuon of the Construction Documents
Phase
3.4 OPTIONAL ADDITIONAL SERVICES
3.4.1 Providing financial feasibility or other special studies
3.4.2 Providing planning surveys, site evaluaUons or comparauve studies of prospective
sites
PAGE 7
3.4.3 Prowdmg speetal surveys, env~ronmen~ studies and subnuss~ons requ~ed for
approvals of governmental anthont~es or others having junschcUon over the ProJect
3.4.4 Prowdmg services relaUve to future facfllties, systems and eqmpment
3.4.5 Prowding serwces to investigate emstmg con&Uons or facdmes or to make measured
drawings thereof
3.4.6 Prowdmg semces to venfy the accuracy of drawings or other mformaUon funushed by
the Ownor
3.4.7 Prowdlng coordination of construction performed by separate conm~ctors or by the
Owner's own forces and coordination of services requLred m connection voth construcUon per-
formed and eqmpment supphed by the Owner
3.4,8 Providing serwces m conn¢cUon w~th the work of a construction manager or separate
consultants retained by the Owner
3.4,9 Prowdmg detmled quantity surveys or inventories ofmatenal, eqmpment and labor
3.4.10 Providing analyses of owning and operating costs
3.4.11 Making mvesUgaUons, mventones of materials or eqmpment, or valuaUons and
detmled apprmsals of ex~stmg facdmes
3.4.12 Providing assistance m the uUhzaUon of eqmpment or systems such as testing,
adjns~mg and balencmg, preparaUon of operaUon and maintenance manuals, ~mung personnel for
operaUon and mmntenance and consultation during operaUon
3.4.13 Pmwdmg mtenor design and smular services reqmred for or m cormecUon voth the
select,on, procurement or mstallaUon of furmturo, furmslungs and related eqmpment
3.4.14 Providing serwces other than as prowded m Sacuon 2 6 4, after ~ssuance to the Owner
of the final Cemficate for Payment and expu'aUon of the Warranty period of the Contract for
Cons~ructior~
3.4.15 Providing services of consultants for other than arclutectural, sm~ctural, mechamcal
and electrical engmeenng pomons of the Project provided as a part of Basic Seroces
3.4.16 Prowdmg any other services not otherwise included m tlus Agreement or not
customarily furnished m accordance voth generally accepted architectural pracUce
3.4.17 Prepanng a set of reproducible record drawings showing s~gmficant changes m the
Work made during cons~uct~on based on marked-up pnnts, drawings and other data furmshed by
the Contractor to the Arclutect (This Is for drawings prepared m addmon to those specffied m
PAGE 8
SecUon 2 6 19 )
ARTICLE 4
OWNER'S RESPONSIBILITIES
4.1 The Owner shall consult with the Arctutect regarding requtremcnts for the Project,
including (1) the Owner's objectives, (2) schedule and design constraints and cntena, including
space reqmrements and relationships, flembflity, expendability, special equipment, systems and s~te
requtrements, as more specifically descnbed m Paragraph 2 2 1
4.2 The Owner shall astabhsh and update an overall budget for the ProJect, including the
Construction Cost, the Owner's other costs and reasonable contmgenmes related to all of these
costs
4.3 If requested by the Architect, the Owner shall furmsh ewdence that financial
arrangements have been made to fulfill the Owner's obhgations under this Agreement
4.4 The Owner shall designate a representative authonzed to act on the Owner's behalf with
respect to the Project The Owner or such authonzed representative shall render decis~ons m a
tunely manner pertaining to documents submitted by the Architect m order to avoid unreasonable
delay m the orderly and sequential progress of the Archttect's servtces
4.5 The Owner shall furnish surveys describing physmal characteristics, legal Imutauons and
uulity locaUons for the site of the Project, and a written legal descnptlon of the s~te The surveys
and legal imformation shall include, as applicable, grades and lines of streets, alleys, pavements and
adjoining property and structures, adjacent drainage, rights-of-way, restnctions, easements,
encroachments, zonm$, deed restrictions, boundanes and contours of the s~te, locations, dunens~ons
and necessary data pertmnmg to emstmg bmldmgs, other unprovemants and trees, and m_formation
concenung available utihty sermces and lines, both pubhc and pnvate, above and below grade,
including reverts and depths All the information on the survey shall be referenced to a project
benchmark.
4.6 The Owner shall furmsh the services of geotechmcal engineers when such sermces are
requested,by the Archttect Such serwces may include but are not lumted to test borings, test p~ts,
determinations of soil beanng values, percollmon tests, evaluations of bn?-rdous materials, ground
corrosion and resistively tests, including necessary operations for anuc~patmg sub-sod condmons,
with reports and appropriate professional recommendations
4.6.1 The Owner shall furnish the services of other consultants when such sermces are
reasonably requtred by the scope of the ProJect and are requested by the Arclutect and arc not re-
tamed by the Architect as part of its Basic Sermces.
4.7 The Owner shall furnish structural, mechamcal, chemical, mr and water polluUon tests,
tests of hazardons materials, and other laboratory and enmronmental tests, ~nspections and reports
reqmred by law or the Contract Documents
PAGE 9
4.8 The Owner shall furmsh all legal, a~ountmg and insurance counseling serwcos as may
be necessary at any tune for the ProJect, mcluchng auditing services the Owner may requtre to
verify the Conl~tetor's ApphcaUons for Payment or to ascertain how or for what purposes the
Contractor has used the money prod by or on behalf of the Owner
4.9 The services, mformat~on, surveys and reports requ~ed by Paragraphs 4 5 through 4 8
shall be furmshed at the Owner's expense, and the Arclutect shall be entitled to rely upon the accur-
acy and completeness thereof in the absence of any negligence on the part of the Arelutect
4.10 The Owner sludl give prompt wnt~n nouce to the Arclutect If the Owner becomes
aware of any fault or defect m the Project or nonconformance voth the Conlract Documents
4.11 Arelutect shall propose language for cemficates or cerUficaUons to be requested of the
A~clutect or Arelutect's consultants and shall subnut such to the Owner for rewew and approval at
least fourteen (14) days prior to execution The Owner agrees not to request ce~ficat~ons that
would requu'e knowledge or serwces beyond the scope of ttns Agreement
ARTICLE 5
CONSTRUCTION COST
$.1 DEFINITION
5.1.1 The ConstrucUon Cost shall be the total cost or esumated cost to the Owner of all
elements of the Project designed or specified by the Arc]utect
5.1.2 The Construction Cost shall include the cost at current market rates of labor and
materials furmshed by the Owner and eqmpment designed, specified, selected or specially prowded
for by the Arelutect, plus a reasonable allowance for the Contractor's overhead and profit In
addmon, a reasonable allowance for contingencies slmll be included for market concht~ons at the
tune ofb~ddmg and for changes m the Work during construction
5.1.3 Construction Cost does not mcluda the compensaUon of the Arclutect and Arclutect's
consultant, the costs of the ]and, rights-of-way, f~nancmg or other costs wluch are the responsibili-
ty of the Owner as prowded m Amcle 4
5.2 RESPONSIBILITY FOR CONSTRUCTION COST
5.2.1 Evaluations of the Owner's Project budget, prelmunary esumates of Consm~cuon Cost
and detailed as~.mates of Constructton Cost prepared by the A~chltect represent the Arclutect's best
judgment as a design professIonal farmhar w~th the construction mdus~y It Is recogmzed,
however, that neither the Arclutect nor the Owner has control over the cost of labor, materials or
eqmpment, over the Contractor's methods of determining bid prices, or over competmve bidding or
market cond~taons Accordingly, the Arelutect cannot and does not warrant or represent that bids
voll not vary from the Owner's Project budget or f~om any astunate of Construction Cost or evalua-
PAGE I0
Uon prepared or agreed to by the Arclatect
5.2.2 No fixed hmit of Construction Cost shall be estabhshed as a condmon of fins
Agreement by the funnshmg, proposal or establishment of a ProJect budget, unless such fixed lmm
has been agreed upon in wntmg and signed by the pames thereto If such a fixed lumt has been
established, the Architect shall be pemutted to include contingencies for design, bidding and pnce
escalation, to dctelvmne what materials, eclmpment, component systems end types of construction
are to be included m the Conlract Documents, to make reasonable adjustments m the scope of the
Project and to include in the Contract Documents alternate bids to adjust the Construction Cost to
the fixed limit FLxed hrmts, if eny, shall be increased in the amount of en increase m the Contract
Sum ocoumng after execution of the Conmmt for Cons~ct~on
5.2.3 ffthc Bidding Phase has not commenced within 90 days after the Architect submits the
Consmmtion Documents to the Owner, eny Project budget or fixed lmut of ConstrucUon Cost shall
be ed.~usted to reflect changes m the general level of prices m the consmmUon industry between the
date of subrmssion of the Construction Documents to the Owner end the date on which proposals
are sought.
ARTICLE 6
USE OF ARCHITECT'S DRAWINGS,
SPECIFICATIONS AND OTHER DOCUMENTS
6.1 The Drawings, Specifications end other documents prepared by the Architect for this
Project are instruments of the Arclutect's serwce for use solely with respect to tins Project end,
unless otherwise prowded, the Arclutect shall be deemed the author of these documents and shall
retain all, common law, statutory and other reserved rights, including the copyright The Owner
shall be perrmtted to retain copies, including reproducible copies, of the Architect's Drawings,
Specifications and other documents for mfornu0aon end reference in connection with the Owner's
use and occupancy of the Project The Arclutect's Drawings, SpeclficaUons or other documents
shall notl be used by the Owner or others on other projects for adchuons to fins Project or for
completion of fins Project by others, unless fins Agreement is terminated because Arclutect is m de-
fault of tlUs Agreement, at wluch tune the documents become the property of the C~ty of Denton
6.2 Subrmsslon or chstriblmon of documents to meet official regulatory reqmrements or for
smular purposes in connection with the Project is not to be construed as publication m derogation
of the Arelutect's reserved nghts
ARTICLE 7
TERMINATION, SUSPENSION OR ABANDONMENT
7.1 Architect may terro_mate fins Agreement upon not less than thu'ty days written nct~ce
should the Owner fail substantially to perform in accordance w~th the terms of fins Agreement
through no fault of the Architect Owner may t~manate this Agreement or any phase thereof upon
thLrty (30) days prior written notice to the Architect with the understanding that unmedlately upon
PAGE 11
receipt of such noUce, all work and labor being performed under the Agreement shall cease
munechately Before the end of thc thirty (30) day penod, Architect shah mvolce the Owner for all
work It performed pnor to the receipt of such notice No amount shall be due for lost or anUclpated
profits All plans, field surveys, and other data related to the Project shall become property of the
Owner upon termination of the A~reement and shall be promptly delivered to the Owner m a
reasonably organized form Should Owner subsequently contract with a new architect for con-
tmuation of services on the ProJect, Architect shall cooperate m pro~admg reformation
?.2 If the Project is suspended by the Owner for more than 30 consecutive days, the
Architect shall be compensated for services performed pnor to notice of such suspension When
the Project IS resumed, the Architect's compensation shall be eqmtably adjusted to provide for
expenses incurred m the interruption and resumption of the Architect's services
7.3 This Agreement may be terminated by the Owner upon not less than seven days written
noUce to the Architect m the event that the ProJect is permanently abandoned If the ProJect
abandoned by the Owner for more than 90 consecuuve days, the Architect or the Owner may
terminate flus Agreement by glvmg written noUce
7.4 Fmlure of the Owner to make payments to the Architect m accordance with flus
Agreement shall be considered substantial nonperformance and cause for termination
?.5 If the Owner falls to make payment to Architect w~thm thu-ty (30) days of receipt of a
statement for serwces properly performed, the Architect may, upon seven days written noUce to the
Owner, suspend l~formance of services under flus Agreement Unless Architect receives payment
m full within seven (7) days of the date of the nouce, the suspension shall take effect without
further notice In the event of a suspension of serwces under flus section, the Architect shall have
no hahhty to the Owner for delay or damage caused the Owner because of such suspension of
servICeS
7.6 In the event of termination not the fault of the Architect, the Architect shall be
compensated for serwces properly performed pnor to termination
MISCELLANEOUS PROVISIONS
8.1 This Agreement shall be governed by the laws of the State of Texas
8.2 Terms m flus Agreement shall have the same meaning as those m AIA Document A201,
General Conchtious of the Contract for Cons~rucuon, current as of thc date of flus Agreement.
8.3 The Owner and Architect, respecUvely, brad themselves, their parmers, successors,
ass~c~n~ and legal representatives to the other party to flus Agreement and to thc partners, suc-
cessors, assigns and legal representatives of such other party with respect to all covenants of fins
Agreement. Neither Owner nor Architect shall assign flus Agreement without the wnttcn consent
of the other
PAGE 12
8.4 This Agreement repmseuts the enure and mtagrated agreement between the Owner and
Architect and supersedes all prior negoUat~ons, representations or agreements, either written or oral
This Agreement may be emended only by written instrument signed by both Owner and Architect
8.5 Nothing contained m this Agreement shall create a contractual relauonship with or a
cause of actaon m favor of a thud party against either the Owner or Architect
8.6 Unless otherwise provided m flus Agreement, the Architect and Architect's consultants
shall have no responsthdlty for the discovery, presence, handling, removal or disposal of or
exposure of persons to ]~.7~rdous materials m any form at the Project site, including but not hnuted
to asbestos, asbestos products, polychlormated hiphenyl (PCB) or other toyac substances, provided,
however, Architect shall have the responsibility to and shall report to the Owner the locauon of any
baT~dons material that an architect of smular skill and cxperUse should have not~ced
8.7 Upon receipt of prior wntten approval of Owner, the Architect shall have the right to
include representaUons of the design of the Pwlect, including photographs of the exterior and
mtenor, among the Architect's pwmotional and pwfesmonal matenals The Architect's materials
shall not include the Owner's confidential or proprietary reformation if the Owner has previously
adwsed the Architect m writing of the specific mformauon considered by the Owner to be confi-
dential or proprietary The Owner shall provide professional credit for the Architect on the con-
struct~on sign and m the promoUonal matenals for the Prolect
ARTICLE 9
PAYMENTS TO THE ARCHITECT
9.1 DIRECT PERSONNEL EXPENSE
9.1.1 Direct Personnel Expense m defined as the direct salaries of the Architect's personnel
engaged on the Project end the pomon of the cost of their mandatory and customary contnbuUons
and benefits related thereto, such as employment taxes and other statutory employee benefits,
insurance, rock leave, hohdays, vacauons, pensions and smular contributions and benefits
9.2 REIMBURSABLE EXPENSES
9.2.1 Rennbursable Expenses are m addiuon to compensauon for Basic and AddiUonal
Services and include expenses recurred by the Arclutect and Architect's employees and consultants
m the mterest of the Project, as identified m the following Clauses
9.2.1.1 Expense of transportation m connection with the Project, expenses m connection
with authorized out-of-town travel, long-distance commumcations, and fees prod for securing
approval of anthonties having lUnSdiCUOn over the Prelect.
9.2.1.2 Expense of rcpmducuons (except the rcproducUon of the sets of documents
referenced m Subparagraph 2 6 19), postage and handling of Drawings, SpemficaUons and other
PAGE 13
documents
9.2,1.3 ff authorized m advance by the Owner, expense of overtime work requmng higher
9.2,1.4 Expense ofrendenngs, models and mock-ups mluested by the Owner
9.2,1.S Expense of computer-aided design and clrat~g eqmpment tn'ne when used m
coimect~on with the l~ojact.
9.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES
9.3,1 Payments for Basic Semces shall be made monthly and, where applicable, shall be m
proporUon to services performed within each phase of serwce, on the basis set forth m Subpara-
graph l0 2.2.
9.3.2 If and to the extent that the tune imtially established m Subparagraph 1041 of this
Agreement ts exceeded or eoO~ded through no fault of the Architect, compensation for any
serwces rendered during the adchuonal period of time shall be computed m the manner set forth m
Subparagraph I022
9.3.3 When compensation is based on a percentage of ConstrucUon Cost and any pomons of
the ProJect are deleted or otherwise not conswacted, compansation for those pomons of the Pmjact
shall be payable to the extant serwces are performed on those pomons, m acco~U~ce with the
schedule set forth m Subparagraph 10.2.2 based on (!) the lowest bona fide bid or (2) if no such bid
or proposal is recetved, the most recent prelmunary esUmate of Cons~'uct~on Cost or detmled
esmnate of Construction Cost for such porUons of the Project
9.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES
9.4.1 Payments on account of the Archltecfs Addmonal Services and for Reimbursable
Expenses shall be made monthly upon presentation of the Architect's statement of seraces rendered
or expenses recurred.
9.5 PAYMENTS WITHItELD
9.5.1 No deductions shall be made from the Architect's compensation on account of penalty,
hqtudated damages or other sums withheld from payments to coni~actors, or on account of the cost
of henses m the Work other than those for which the Architect ts responsible
9.6 ARCHITECT'S ACCOUNTING RECORDS
9.6.1 Ardutect shall make available to Owner or Owner's authorized representaUve records
of Reimbursable Expenses and expenses pertmnmg to Ackht~onal Services and ser,aces performed
on the basis of a multiple of Du~ct Personnel Expense for inspection and copying during regular
business hours for three years afl. er the date of the final Cemficate of Payment, or until any
PAGE 14
lmgaUon related to the Project Is final, whichever date is later
ARTICLF, 10
BASIS OF COMPENSATION
The Owner shall compensate the Architect as follows
10.1 BASIC COMPENSATION
10.lA FOR BASIC SERVICES, as described m Amcle 2, and any other serwces included
m Amcle 11 as part of Bas~¢ Services, Bas~¢ CompensaUon shall be $41,500 00
10.1.2 Progress payments for Bas~¢ Serwces m each phase shall total the following
percentages of the total Basic Compensataon payable
o SchemaUc Deslgn Phase 15%
o Design and Development Phase 20%
o Construction Documents Phase 30%
o B~ddmg Pl~se 10%
o Construction Phase 25%
o Total Basic Compensation 100%
10.2 COMPENSATION FOR ADDmONAL SERVICES
10.2.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as descnbed
m Paragraph 3.2, compensauon shall be computed as follows Section l0 2 2
10.2.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as descnbed m Amcles 3
and 11, other than (1) Adchuonal ProJect RepresentaUon, as described m Paragraph 3 2, and (2)
serwces included m Article 11 as part ofAdcht~onal Serwces, but excluding services of consultants,
compensation shall be computed as follows
Pnncxpals $95 00 per hour
Assocmtes 65 00 per hour
Techmcal Staff 45 00 per hour
Clerical Staff 25 00 per hour
10.2.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, mchichng adchuonal
structural, mechamcal and electrical engineering serwces and those pmwded under Subparagraph
3 4 16 or ~denfified in Article 11 as part of Addmonal Services, a multiple of 1 1 tunes thc amounts
b~lled to the Archtect for such serwces
10.3 REIMBURSABLE EXPENSES
PAGE 15
10.3.1 FOR REIMBURSABLE EXPENSES, as descnbed m Paragraph 9 2, and any other
aeans included m Article 11 as Reunbursable Expenses, a multiple of one (1) tunes the expenses
mcurr~d by the Architect, the Architect's employees and consultants m the interest of the Project
10.4 ADDITIONAL PROVISIONS
10.4.1 IF THE BASIC SERVICES covered by this agreement have not been completed
w~thm one year of the date of ~xacuUon hereof, through no fault of the Architect, extension of the
Arohitect~s sermces beyond that tune shall be compensated as provided m Subparagraphs 9 3 2 and
1022
10.4.2 Payments are due and payable forty-five (45) days fitom the date of the Architect's
invoice Amount,q for services properly performed which remain unpmd sixty (60) days after the
invoice date shall bear interest at the rate of one (1%) percent per month
ARTICLE 11
OTHER CONDmONS OR SERVICES
ll.1 Architect shall mamtmn, at no expense to Owner, a professional habfl~ty (errors and
ormsslons) insurance pohcy placed w~th a company rated at least B+/X by Best's Key Rating
Grade, authorized to do business m Texas, m an amount not less than five hundred thousand dollars
($500,000) Such pohcy shall require the g~wng ofwnRen not~ce to Owner at least thLrty days prior
to cancellaUon, non-renewal or material mo&ficauon of any pohc~as, ewdenced by return receipt of
Umted States Cemfied M_ml Architect shall furmsh Owner voth cop~es of smd policies or cerU-
ficates evidencing such coverage
11,2 Architect agrees to mdemmfy, hold harmless, and defend the Cay, at Architect's cost,
~ts officers, agents, and employees from and agamst any and all clanns or stats for m.~unas, dam-
ages, loss, or hahhty of whatever kind or character, arising out of or m connecuon v~th the
performance by the Architect of those serwces contemplated by this Agreement, based upon
allegaUons of neghgent acts or onuss~ons of Architect, ~ts officers, agents, employees, consultants
and subcontractors
This Agrcement entered mW as of the day and year first written above
CITY OF DENTON, TEXAS, DUNKIN SIMS STOFFELS, 1NC
PAGE 16
APPROVED AS TO LEGAL FORaM
HERBERT L PROUTY, CITY ATTORNEY
E ~XX~,S~K~D~ Sl~,~ AR~HrrEcT
PAGE 17